Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, par value $.01 per share. At the close of business on March 31, 2003, (i) 7,870,203 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, 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 the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. 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, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, 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 are issued or outstanding. Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase 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 subsidiaries, or giving any person a right to subscribe for or acquire, any securities of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 20,000,000 30,000,000 shares of Company Common Stock and 2,000,000 10,000,000 shares of preferred stock, par value $.01 per share. At the close of business on March 31, 2003, (i) 7,870,203 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Company Preferred Stock"). At the close of business on October 22, 1999 (except as otherwise indicated): (i) 18,183,374 shares of Company Common Stock were issued and outstanding; (ii) 100,000, 333,224, 1,300,000, 350,000, 150,000, and 427,420 shares of Company Common Stock were reserved for issuance in connection with pursuant to the rights Company's 1996 Non-Employee Director Stock Option Plan, the Company's Service Center Stock Option Plan, the Company's 1996 Incentive Stock Plan, the Company's 1996 Employee Stock Purchase Plan, the Company's 1997 Non-Qualified Stock Purchase Plan and the Company's 1997 Non-Qualified Stock Option Plan (collectively, the "Company Stock Plans"), respectively; (iii) as of September 30, 1999, 2,166,451 shares of Company Common Stock were subject to issuance pursuant to outstanding options under the Company Stock Plans; (iv) 365,527 shares of Company Common Stock are reserved for issuance pursuant to warrants (the "RightsCompany Warrants") to purchase shares of Series A Junior Participating Preferred Stock, issued Company Common Stock upon the terms and conditions set forth on Schedule 3.1(b)(iv) of the Company Disclosure Schedule; (v) 20,000 shares of Company Common Stock are reserved for issuance pursuant to restricted stock awards ("Restricted Stock Awards") having the Rights Agreement, dated as terms and conditions set forth on Schedule 3.1(b)(v) of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 Disclosure Schedule; (vi) no shares of the Company Common Stock were subject to options held by the Company in its treasury or other purchase rights by its wholly owned Subsidiaries; (vii) no shares of Company Preferred Stock were issued and outstanding; and (viii) except for the "Company Stock Options") granted pursuant to $13,801,853 aggregate principal amount of the grants described in Company's convertible subordinated notes identified on Schedule 4.01(c3.1(b)(viii) of the Company Disclosure Schedule (the "Individual GrantsCompany Convertible Notes"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As which is convertible into an aggregate of March 31, 2003, there were 2,218,304 410,831 shares of the Company Common Stock reserved for issuance under upon the Company Stock Plans. Except as terms and conditions set forth above, at the close of business on March 31, 2003, 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 the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c3.1(b)(viii) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. 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, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this AgreementSchedule, no Voting Debt (as defined below) was issued and outstanding. The term "Voting Debt" means bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which stockholders of the Company or Parent, as the case may vote be, may vote. All outstanding shares of Company Common Stock are issued or outstandingvalidly issued, fully paid and nonassessable and are not subject to preemptive rights. Except as set forth above, as on Schedule 3.1(b)(ix) of the date Company Disclosure Schedule, all outstanding shares of capital stock of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth in this Section 3.1(b) or Schedule 3.1(b)(x) of the Company Disclosure Schedule and except for changes since October 22, 1999 resulting from the exercise of stock options granted pursuant to, or from issuances or purchases under, the Company Stock Plans, the Company Warrants or the Company Convertible Notes or as contemplated by this Agreement, there are outstanding: (i) no preemptive shares of capital stock, Voting Debt or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings voting securities of any kind to which the Company; (ii) no securities of the Company or any Subsidiary of its subsidiaries is a party or by which any of them is bound obligating the Company convertible into or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional exchangeable for shares of capital stock stock, Voting Debt or other voting securities of the Company or any Subsidiary of its subsidiariesthe Company; and (iii) no options, warrants, calls, rights (including preemptive rights), commitments or giving agreements to 8 18 which the Company or any person Subsidiary of the Company is a right party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to subscribe for issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of the Company or of any Subsidiary of its subsidiaries the Company, or obligating the Company or any Subsidiary of its subsidiaries the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion rightcommitment or agreement. Except as contemplated by this Agreement, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There there are no outstanding contractual obligations not as of the Company date hereof and there will not be at the Effective Time any stockholder agreements, voting trusts or any of its subsidiaries other agreements or understandings to repurchase, redeem or otherwise acquire any shares of capital stock of which the Company is a party or any of its subsidiaries. There are no outstanding contractual obligations of by which it is bound relating to the Company to vote or to dispose voting of any shares of the capital stock of the Company that will limit in any way the solicitation of proxies by or on behalf of the Company from, or the casting of votes by, the stockholders of the Company with respect to the Merger. There are no restrictions on the Company to vote the stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsSubsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 300,000,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 0.0001 per share, of the Company (the “Company Preferred Stock”). At the close of business on March 31October 18, 20032018 (the “Capitalization Date”), (iA) 7,870,203 (1) 176,542,812 shares of the Company Common Stock (excluding treasury shares and Restricted Shares) were issued and outstanding and (2) no shares of preferred stock Company Preferred Stock were issued and outstanding, (iiB) 1,637,783 65,848,434 shares of the Company Common Stock were held by the Company in its as treasury and shares, (iiiC) 400,000 23,155,610 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") Common Stock were reserved and available for issuance in connection with the rights aggregate pursuant to (x) the "Rights"Company’s 2004 Long-Term Incentive Plan, as amended and restated August 9, 2012, (y) to purchase the Ansible, Inc. 2013 Stock Incentive Plan, as amended, (z) Inktank Storage, Inc. 2011 Equity Incentive Plan, and (aa) the Gluster, Inc. 2005 Stock Plan (amended and restated) and (D) 3,851,678 shares of Series A Junior Participating Preferred Stock, issued Company Common Stock were reserved and available for issuance pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 Company’s 2016 Employee Stock Purchase Plan (the "Rights Agreement"“ESPP,” and collectively with the plans identified in clause (C), between the “Company and Equiserve Trust CompanyStock Plans”), N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 which (1) 36,628 shares of the Company Common Stock were subject to outstanding options or (other purchase than rights under the ESPP) to acquire shares of Company Common Stock from the Company (such options, together with any other stock options granted after the "Company Stock Options") Capitalization Date, in each case whether granted pursuant to the grants described Company Stock Plans or otherwise, the “Stock Options”), (2) 210,545 shares of Company Common Stock were subject to vesting or transfer restrictions and/or subject to forfeiture back to the Company or repurchase by the Company (such shares, together with any shares granted after the Capitalization Date that are so subject, the “Restricted Shares”), (3) 4,073,098 shares of Company Common Stock were subject to restricted stock units with service-based, but not performance-based, vesting or delivery requirements (such restricted stock units, together with any other restricted stock units granted after the Capitalization Date, in Schedule 4.01(ceach case whether granted pursuant to the Company Stock Plans or otherwise, the “RSUs”), (4) a maximum of 1,304,837 shares of Company Common Stock were subject to outstanding restricted stock units with performance-based vesting or delivery requirements (such restricted stock units, together with any other restricted stock units with performance-based vesting or delivery requirements granted after the Capitalization Date, in each case whether granted pursuant to the Company Stock Plans or otherwise, the “PSUs”) and (5) 100,378 shares of Company Common Stock were subject to deferred stock units (such deferred stock units, together with any other deferred stock units granted after the Capitalization Date (including those held by members of the Company Disclosure Schedule (the "Individual Grants"Board), and under in each case whether granted pursuant to the Restated 1985 Incentive Company Stock Option Plan (Plans or otherwise, the "1985 Stock Option Plan"“DSUs”), (D) the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As maximum number of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for subject to issuance under pursuant to outstanding Convertible Notes to the Company Stock Plans. Except as set forth above, at extent converted in accordance with their terms and giving effect to the close Merger and the other transactions contemplated by this Agreement is 530,152 and (E) the maximum number of business on March 31, 2003, 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 the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under subject to issuance pursuant to the Company Stock Plans. Schedule 4.01(c) terms of the Company Disclosure Schedule sets forth a true and complete list, outstanding Warrants as of March 31the date of this Agreement is 21,931,260 (subject to further adjustment pursuant to the terms in existence as of the date of this Agreement); to the Company’s knowledge, 2003prior to the date of this Agreement, of all no event has occurred that gave the Company Stock Options, Hedge Counterparties the holders thereof, the right to adjust such number of shares subject to each such option, the grant dates and the exercise prices thereof. shares. (ii) All outstanding shares of capital stock of the Company are, and all shares which that may be issued pursuant to the Company Stock Plans or in connection with the Convertible Notes or the Warrants will be, if and when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As Except as set forth in this Section 3.01(c), as of the date close of this Agreementbusiness on the Capitalization Date, no there are not issued or outstanding (A) any shares of capital stock or other equity or voting securities of the Company or any of its Subsidiaries, (B) securities convertible into, or exchangeable or exercisable for, or options, warrants, shares of deferred stock, or restricted stock awards, or other rights to acquire any such capital stock or other equity or voting securities of the Company or any of its Subsidiaries and (C) bonds, debentures, notes or other indebtedness Indebtedness of the Company having 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 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 shareholders of the Company or any of its Subsidiaries may vote are issued or outstanding(the items referred to in clauses (A) and (C) collectively, “Equity Equivalents”). Except as set forth above, as of the date of in this AgreementSection 3.01(c), there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements rights or undertakings Contracts of any kind to which the Company or any of its subsidiaries Subsidiaries is a party party, or by which the Company or any of them its Subsidiaries is bound bound, obligating the Company or any of its subsidiaries 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 giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries Subsidiaries or obligating the Company or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement right or undertakingContract. There are no outstanding contractual obligations stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, or grants any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to, any shares of capital stock or Equity Equivalents of the Company or any of its subsidiaries to repurchaseSubsidiaries. The Company has no rights plan, redeem “poison pill” or otherwise acquire any shares of capital stock other similar agreement or arrangement. (iii) Section 3.01(c)(iii) of the Company or any Letter contains a correct and complete list of its subsidiaries. There are no outstanding contractual obligations Stock Options (other than pursuant to the ESPP), Restricted Shares, RSUs, PSUs and DSUs, including the date of the Company to vote or to dispose grant, expiration (for Stock Options), number of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common StockStock underlying such award and, where applicable, exercise price. Each Stock Option granted by the Company was granted with an exercise price per share equal to or greater than the fair market value of a share of Company Common Stock on the effective date of such grant (as determined under Section 409A of the Code). All Stock Options, Restricted Shares, RSUs, PSUs and DSUs may, by their terms, be treated in accordance with Section 5.04(a), and all rights to purchase shares of Company Common Stock under the ESPP may, by their terms, be treated in accordance with Section 5.04(b). All outstanding Stock Options, Restricted Shares, RSUs, PSUs and DSUs (x) have been granted under the Company Stock Plans and (y) are evidenced by award agreements substantially in the forms previously made available to Parent. As of the date of this Agreement, other than the Restricted Shares, none of the issued and outstanding Company Common Stock Options and all outstanding is subject to vesting or forfeiture conditions or a right of repurchase by the Company. Other than the Company Stock Plans (or pursuant thereto), there is no Company plan or Contract providing for the grant of Stock Options, Restricted Shares, RSUs, PSUs or DSUs. No shares of capital stock of each subsidiary Company Common Stock or Equity Equivalents are owned by any Subsidiary of the Company. As of the date of this Agreement, other than the outstanding Stock Options, Restricted Shares, RSUs, PSUs and DSUs and the rights under the ESPP, there are no outstanding rights of any person to receive 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 contractsCommon Stock under the Company Stock Plans or otherwise, on a deferred basis or otherwise.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 750,000,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 0.001 per shareshare (the “Company Preferred Stock”). At the close of business on March 312, 20032017 (the “Capitalization Date”), (i) 7,870,203 88,900,521 shares of the Company Common Stock and no shares of preferred stock were issued and outstandingoutstanding (including the shares underlying the Company RSAs), (ii) 1,637,783 8,062,265 shares of the Company Common Stock were held by the Company in its treasury reserved and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved available for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999Company’s 2013 Equity Incentive Plan, as amended on December 14, 1999and restated, and as further amended on August 112008 Equity Incentive Plan (collectively, 2000 (the "Rights Agreement"“Company Stock Plans”), between the and pursuant to such Company and Equiserve Trust CompanyStock Plans, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 (A) 13,667,023 shares of the Company Common Stock were subject to outstanding Company restricted stock units that vest exclusively based on service (such restricted stock units, the “Company RSUs”), (B) 451,773 shares of Company Common Stock were subject to outstanding Company MSUs assuming maximum performance with respect to which the applicable performance period has not yet been completed, (C) 15,012 shares were subject to outstanding restricted stock awards (such awards, the “Company RSAs”), and (D) 6,707,367 shares of Company Common Stock were subject to outstanding options or other purchase rights to acquire shares of Company Common Stock with a weighted average exercise price per share of $3.43 (such options, the "“Company Stock Options"” and, together with the Company RSUs, Company MSUs and Company RSAs, the “Company Equity Awards”), (iii) granted no shares of Company Common Stock were owned or held by the Company as treasury stock, and (iv) no shares of Company Preferred Stock were outstanding. The maximum number of shares of Company Common Stock that could be delivered pursuant to the grants described in Schedule 4.01(c) ESPP upon exercise of the Company Disclosure Schedule (outstanding purchase rights at the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares completion of the Company Common Stock reserved for issuance under the Company Stock PlansFinal Offering Period is 3,006,917. Except as set forth abovein this Section 4.03(a), at the close of business on March 31, 2003the Capitalization Date, no shares of capital stock or other voting securities of or other equity or ownership interests in the Company were issued, reserved for issuance or outstanding. None of the Company’s Subsidiaries owns any Company Securities. (b) Except as set forth in Section 4.03(a) and for changes since the Capitalization Date resulting from (w) the exercise of Company Stock Options outstanding on such date, (x) the vesting and settlement in accordance with their terms of Company RSAs, Company RSUs and Company MSUs outstanding on such date, (y) the purchase rights under the ESPP or (z) the issuance of Company RSUs after such date, in each case as and to the extent permitted by Section 6.01(a), there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of, or other equity or ownership interests in, the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of, or other equity or ownership interests in, the Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue, any shares of capital stock or other voting securities of, or other equity or ownership interests in, or securities convertible into or exchangeable for shares of capital stock or other voting securities of, or other equity or ownership interests in, the Company, or (iv) restricted shares, stock appreciation rights, performance shares or units, contingent value rights, “phantom” stock or similar securities issued by the Company that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock or voting securities of, or other equity or ownership interests in, the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). There are no outstanding stock appreciation rights ("SARs") or rights (other than the Company Stock Options) to receive shares obligations of the Company Common Stock on a deferred basis granted under the or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Stock Plans. Schedule 4.01(cSecurities. (c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of the Company Common Stock are, and all such shares which that may be issued prior to the Effective Time, when issued on the terms and conditions specified in the instruments pursuant to the Company Stock Plans which they are issuable, will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, There are no bonds, debentures, notes or other indebtedness Indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Company Common Stock or any capital stock of any Subsidiary of the Company may vote are issued or outstanding(“Voting Company Debt”). Except as set forth above, as of Other than the date of this Support Agreement, there are no preemptive stockholder agreements, voting trusts or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements agreements or undertakings of any kind understandings to which the Company or any of its subsidiaries Subsidiaries is a party or by (to the Knowledge of the Company) which any of them is bound obligating otherwise exist with respect to the Company holding, voting, registration, redemption, repurchase or any of its subsidiaries to issue, deliver or selldisposition of, or cause to be issuedthat restricts the transfer of, delivered any Company Securities or sold, additional shares of capital stock or other voting securities Company Subsidiary Securities. (d) Section 4.03(d) of the Company or any of its subsidiaries, or giving any person Disclosure Letter sets forth a right to subscribe for or acquire, any securities complete list as of the close of business on the Capitalization Date of (i) each outstanding Company or any Equity Award, (ii) the number 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common StockStock underlying such Company Equity Award (including the target and maximum amounts for Company MSUs), all outstanding (iii) the holder of such Company Equity Award, (iv) the Company Stock Options Plan under which such Equity Award was granted, (v) the date on which such Company Equity Award was granted, (vi) the exercise price of such Company Equity Award, in the case of a Company Equity Award that is a Company Stock Option, and all outstanding (vii) the number of shares of capital stock of each subsidiary Company Common Stock with respect to which such Company Equity Award has vested as 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 contractsCapitalization Date.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 50,000,000 shares of Company Common Capital Stock and 300,000 shares of Cumulative Preferred Stock. The Common Capital Stock is divided into two series, the Common Stock and 2,000,000 the Series B Common Stock, of which there are 44,000,000 authorized shares of preferred stock, par value $.01 per shareCommon Stock and 6,000,000 authorized shares of Series B Common Stock. At the close of business on March 31, 2003July 26 2013, (i) 7,870,203 9,684,631 shares of the Company Common Stock and no shares of preferred stock were issued and outstandingoutstanding (including 48,759 unvested shares under Company Stock-Based Awards), (ii) 1,637,783 525,489 shares of the Company Common Stock were held by the Company in its treasury and treasury, (iii) 400,000 1,087,865 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, (iv) no shares of capital stock or other voting securities Series B Common Stock were outstanding, and (v) no shares of Cumulative Preferred Stock were outstanding. All outstanding shares of Common Stock, when issued in accordance with the Company terms thereof, were duly authorized, validly issued, reserved for issuance or outstandingfully paid and non-assessable and free of pre-emptive rights and all Liens. There are no outstanding stock appreciation rights ("SARs") or rights (other than the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(cSection 5.02(a) of the Company Disclosure Schedule sets forth a true complete and complete list, correct list as of March 31July 26, 2003, 2013 of all outstanding Company Stock-Based Awards, Company Stock Options and each right of any kind, contingent or accrued, to receive shares of Common Stock (other than the Top-Up Option) or benefits measured in whole or in part by the value of a number of shares of Common Stock granted under the Company Stock OptionsPlans, the holders thereofCompany Benefit Plans or otherwise (including restricted stock units, phantom units, deferred stock units and dividend equivalents), the number of shares subject to each such option, the grant dates of Common Stock issuable thereunder or with respect thereto and the exercise prices thereof. price (if any) and the Company has granted no other such awards since July 26, 2013 and prior to the date hereof. (b) All outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are, and all shares which may be issued pursuant to the Company Stock Plans will be, if and when issued, are duly authorized, validly issued, fully paid and nonassessable non-assessable, were not issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights, and not subject to preemptive rights. As are owned by the Company or by a wholly owned Subsidiary of the date Company, free and clear of this Agreement, no bonds, debentures, notes or other indebtedness of the Company having the right to vote all Liens. (or convertible into, or exchangeable for, securities having the right to votec) on any matters on which stockholders of the Company may vote are issued or outstanding. Except as set forth in subsection (a) above, as of the date hereof, (i) the Company does not have any shares of this Agreementits capital stock or other voting securities issued or outstanding other than shares of Common Stock that have become outstanding after July 26, 2013, which were reserved for issuance as of July 26, 2013 as set forth in subsection (a) above with respect to awards outstanding as of such date under Company Stock Plans and (ii) there are no preemptive or other outstanding securitiessubscriptions, options, warrants, calls, convertible or exchangeable securities, or other similar rights, conversion rightsundertakings, redemption rights, repurchase rights, commitments, agreements, arrangements agreements or undertakings commitments of any kind to which the Company or any of its subsidiaries the Company’s Subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries the Company’s Subsidiaries to (A) issue, deliver transfer or sell, or cause to be issued, delivered transferred or sold, additional any shares of capital stock or other voting securities equity interests of the Company or any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities Subsidiary of the Company or any of its subsidiaries securities convertible into or obligating the Company exchangeable for such shares or any of its subsidiaries to equity interests, (B) issue, grant, extend or enter into any such securitysubscription, option, warrant, call, convertible securities or other similar right, conversion rightundertaking, redemption rightagreement or arrangement, repurchase right(C) repurchase, commitmentredeem or otherwise acquire any such shares of capital stock or other equity interests, agreement(D) provide a material amount of funds to, arrangement or undertakingmake any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary, or (E) 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 Common Stock. Except for the issuance of shares of Common Stock that were reserved for issuance as set forth in subsection (a) above, and from July 26, 2013, to the date hereof, the Company has not declared or paid any dividend or distribution in respect of the Common Stock, and has not issued, sold, repurchased, redeemed or otherwise acquired any Common Stock, and its Board of Directors has not authorized any of the foregoing. (d) Except for awards to acquire or receive shares of Common Stock under a Company Stock Plan, neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (e) There are no outstanding contractual obligations 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 to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsSubsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 150,000,000 shares of Company Common Stock and 2,000,000 10,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (the "Company Preferred Stock"). At the close of business on March 31October 23, 20032001, (i) 7,870,203 35,666,590 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, ; (ii) 1,637,783 no shares of the Company Common Stock were held by the Company in its treasury and treasury; (iii) 400,000 no shares of Company Preferred Stock were issued or outstanding or were held by the Company in its treasury; (iv) 150,000 shares of Company Preferred Stock, designated Series A Junior Participating Preferred Stock, par value $.01 per share, are reserved for future issuance upon exercise of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14May 17, 19992001, by and between the Company and American Stock Transfer & Trust Company, as amended on December 14, 1999, and as further amended on August 11, 2000 Rights Agent (the "Company Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 ; (v) 2,601,500 shares of the Company Common Stock were subject reserved for issuance pursuant to options or other purchase rights the 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 2000 Equity Incentive Plan; 760,556 shares were reserved for issuance under the Media Metrix, Inc. Stock Option Plan; 80,970 shares were reserved for issuance under the 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 OptionsPlans"), of which 6,661,037 shares were subject to outstanding Stock Options and 2,392,222 shares were currently exercisable; (vi) granted 2,000,000 shares of Company Common Stock were reserved for issuance pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants")Media Metrix, and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Inc. Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants"), 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 the 1985 Stock Option Plan and exercise of the 1996 Stock Option Plan, warrants (the "Company Stock PlansWarrants"). As of March 31, 2003, there were 2,218,304 shares ) 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 Common Stock were reserved for issuance under upon the 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. 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 March 31October 23, 20032001 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 the Company Stock OptionsOptions and purchase rights under the ESPP) to receive shares of the 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 PlansPlans or otherwise. Schedule 4.01(c) Section 3.03 of the Company Disclosure Schedule sets forth a true complete and complete correct list, as of March 31October 23, 20032001, of all each holder of outstanding stock options or other rights to purchase or receive Company Common Stock granted under the Company Stock OptionsPlans or otherwise (collectively, the holders thereof"Stock Options") and the Warrants, the number of shares of Company Common Stock subject to each such optionStock 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 the exercise prices thereof. All outstanding shares of capital stock of such Stock Options and Warrants, the Company are, vesting schedules and all shares which may be issued pursuant to the Company Stock Plans will be, if extent vested and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As 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 outstandingoutstanding 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 above, as in this Section 3.03 (including pursuant to the conversion or exercise of the date of this Agreementsecurities referred to above), (x) there are no preemptive not issued, reserved for issuance or outstanding (A) any shares of capital stock or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings voting securities of any kind to which the Company or any of its subsidiaries is a party (other than shares of capital stock or other voting securities of such subsidiaries that are directly or indirectly owned by which the Company), (B) any securities of them is bound obligating 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, additional any such securities. There 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 voting securities of the Company. The Company or is not a party to any voting agreement with respect to the voting of its subsidiariesany such securities. As of the date of this Agreement, or giving any person a right to subscribe for or acquire, any securities 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 of its subsidiaries other entity beneficially owned, directly or obligating indirectly, by the Company or any of its subsidiaries to issueCompany, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of other than the capital stock of any of of, or other equity interests in, its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsContracts, except in each case where the failure to comply would not subject the Company to material liability.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 36,310,000 shares of Company Common Stock Stock, 12,300,000 shares of nonvoting common stock, par value $0.01 per share (the "Company Nonvoting Common Stock") and 2,000,000 1,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (the "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 March 31April 30, 20032002, (i) 7,870,203 15,306,095 shares of the Company Common Stock and no (excluding shares of preferred stock held by the Company as treasury shares) were issued and outstanding, (ii) 1,637,783 no shares of the Company 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 or were held by the Company in its treasury and (iiivii) 400,000 no shares of Series A Junior Participating Company Preferred Stock, par value $.01 per share, of Stock were issued and outstanding or were held by the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agentits treasury. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(cSection 3.01(c) of the Company Disclosure Schedule (sets forth a true, complete and correct list, as of the "Individual Grants")close of business on April 30, and under the Restated 1985 Incentive 2002, of all outstanding Company Stock Option Plan (the "1985 Stock Option Plan")Options, the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As number of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the subject to each Company Stock PlansOption, the grant dates, exercise prices, expiration dates and vesting schedule of each Company Stock Option and the names of the holders thereof. All Company Stock Options may, by their terms, be converted into an option to acquire Parent Common Stock in accordance with and to the extent provided by Section 5.05. Each Company Stock Option intended to qualify as an "incentive stock option" under Section 422 of the Code so qualifies. Except as set forth above, at as of the close of business on March 31April 30, 20032002, 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, "SARs") phantom" stock rights, performance units or other rights (other than the Rights and the Company Stock Options) that are linked to receive shares the price of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereofPlans or otherwise. All outstanding shares of capital stock of the Company Common Stock are, and all shares which that may be issued pursuant to the Company Stock Plans will be, if and when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, 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 are issued or outstandingvote. Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements rights or undertakings Contracts of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound obligating the Company or any of its subsidiaries 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 giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries Subsidiaries or obligating the Company or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement right or undertakingContract. There are no not outstanding contractual obligations of the Company or any of its subsidiaries Subsidiaries to (1) repurchase, redeem or otherwise acquire any shares of capital stock of of, or other equity or voting interests in, the Company or any of its subsidiaries. There are no outstanding contractual obligations of the Company to Subsidiaries or (2) vote or to 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 3.01(c) of the Company Disclosure Schedule. There are no outstanding guarantees (or any similar instruments or contracts) of indebtedness by the Company or any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 180,000,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 1.00 per share, of the Company (the “Company Preferred Stock”). At the close of business on March 31September 8, 20032017 (such date and time, the “Measurement Time”), (iA) 7,870,203 57,621,261 shares of the Company Common Stock and no (excluding treasury shares but including 302,247 shares of preferred stock Company Common Stock granted under the Company Stock Plans and subject to forfeiture conditions (the “Company Restricted Shares”)) were issued and outstanding, (iiB) 1,637,783 11,313,763 shares of the Company Common Stock were held by the Company in its as treasury and shares, (iiiC) 400,000 2,086,845 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") Common Stock were reserved and available for issuance in connection with the rights (aggregate pursuant to the "Rights") Company Stock Plans, options to purchase shares of Series A Junior Participating Preferred Stock, issued Company Common Stock pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 Company Stock Plans (the "Rights Agreement")“Company Stock Options”) were outstanding, between 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 Equiserve Trust Company417,630 shares of Company Common Stock based on “threshold”, N.A.“target” and “maximum” performance levels, as Rights Agent. As 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 March 3194,524 shares of Company Common Stock and phantom stock units granted under the Benefit Plans (the “Company Phantom Stock Units”) were outstanding, 2003entitling 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, 1,638,294 the “Company Equity-Based Awards”) and (D) 1,820,525 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted reserved and available for issuance pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31the date of this Agreement, 2003, there were 2,218,304 none of the issued and outstanding shares of the Company Common Stock reserved for issuance (other than the Company 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 the award agreements thereunder, there is no plan, Contract or arrangement providing for the grant of Company Equity-Based Awards. No shares of Company Preferred Stock are issued or outstanding. No shares of Company Common Stock are owned by any Subsidiary of the Company. As of 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 March 31, 2003Measurement 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 issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than issuances of shares of Company Common Stock 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 ("SARs") to acquire or rights (other than the Company Stock Options) to 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 on a deferred basis granted under or the Company Stock Plans. Schedule 4.01(c) value of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders or any part thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. . (iii) All outstanding shares of capital stock of the Company are, and all shares which that may be issued pursuant prior to the Company Stock Plans Effective Time will be, if and 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 rightsright, subscription right or any similar right. As of the date of Except as set forth in this AgreementSection 3.01(c), there are no (A) bonds, debentures, notes or other indebtedness of the Company having 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 are issued or outstanding(the items referred to in clauses (A) and (B) collectively, “Equity Equivalents”). Except as set forth above, as of the date of in this AgreementSection 3.01(c), there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements rights or undertakings Contracts of any kind to which the Company or any of its subsidiaries Subsidiaries is a party party, or by which the Company or any of them its Subsidiaries is bound bound, (x) obligating the Company or any of its subsidiaries 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 subsidiariesSubsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries or (y) obligating the Company or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, rightright 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 rights 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There there are no outstanding contractual or other obligations of the Company or any of its subsidiaries Subsidiaries to (I) repurchase, redeem or otherwise acquire any shares of capital stock of of, or other equity or voting interests in, the Company or any of its subsidiaries. There are no outstanding contractual obligations of the Company to Subsidiaries or (II) vote or to dispose of any shares of the capital stock of of, or other equity or voting interests in, the Company or any of its subsidiariesSubsidiaries. All outstanding shares Neither the Company nor any of Company Common Stock, all outstanding Company Stock Options and all outstanding 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 each subsidiary its Subsidiaries and, to the knowledge of the Company, as of the date of this Agreement there are no irrevocable proxies and no voting agreements with respect to any shares of capital stock of, or other equity or voting interests in, 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 contractsor any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 (x) 200,000,000 shares of Company Common Stock and 2,000,000 (y) 40,000,000 shares of preferred stock, par value $.01 0.01 per shareshare ("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 March 31June 29, 20032005, (i) 7,870,203 87,628,414 shares of the Company Common Stock and no shares of preferred stock were issued and outstandingoutstanding (which number includes 977,619 Company Restricted Shares), (ii) 1,637,783 no shares of the Company Common Stock were held by the Company in its treasury and treasury, (iii) 400,000 14,753,323 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") Common Stock were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, Company Stock Plans and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As Deferred Stock Plans (of March 31, 2003, collectively, 1,638,294 which 7,647,807 shares of the Company Common Stock were subject to options or other purchase rights 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 the Company's 3% Convertible Subordinated Debentures due 2032 (the "Convertible Debentures") issued pursuant to an Indenture, dated as of November 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") granted pursuant , Company Restricted Shares, Company RSUs, Company DSUs and any other rights to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 purchase or receive shares of the Company Common Stock reserved for issuance granted under the Company Stock PlansPlans 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 March 31June 24, 20032005, 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 ("SARs") or rights (other than the Company Stock Options) to receive shares of the 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. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereofPlans 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, if and when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of . (c) Except as set forth above in this AgreementSection 3.03, 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 are issued or outstandingvote. Except as set forth aboveabove in this Section 3.03, as of the date of this Agreement, (i) there are no preemptive not issued, reserved for issuance or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings (A) any securities of any kind to which the Company or any of its subsidiaries is a party Subsidiaries convertible into or by which any exchangeable or exercisable for shares of them is bound obligating capital stock or voting securities of the Company or any of its subsidiaries 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, additional shares any such securities. Neither the Company nor any of capital stock or other its Subsidiaries is a party to any voting securities agreement with respect to the voting of any such securities. (d) Section 3.03(d) of the Company or any of its subsidiaries, or giving any person Disclosure Letter sets forth a right to subscribe for or acquire, any securities complete and correct list of the Company or any following information, as of its subsidiaries or obligating June 29, 2005, with respect to the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with Convertible Debentures: (i) all applicable securities laws and other applicable laws and the aggregate principal amount thereof, (ii) all requirements set forth in applicable contractsthe aggregate amount of accrued and unpaid interest thereon and (iii) the conversion price thereof as of the date hereof.

Capital Structure. The (i) As of March 31, 2002, the authorized capital stock of the Company consists consisted of 20,000,000 (A) 3,000,000,000 shares of Company Common Stock Stock, of which 1,295,761,753 shares were outstanding and 2,000,000 189,041,409 shares were held in the treasury of the Company, (B) 10,000,000 shares of preferred stock, par value $.01 per share. At the close of business on March 31, 2003, (i) 7,870,203 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 0.01 per share, of the Company which 7,500 have been designated as Series B Convertible Perpetual Preferred Stock, of which 6,357 shares were outstanding and (the "C) 1,500,000 shares of Preferred Stock, no par value, which have been designated Series A Junior Participating Preferred Stock") were Stock and reserved for issuance in connection with upon exercise of the rights (the "Company Rights") distributed to purchase shares the holders of Series A Junior Participating Preferred Stock, issued Company Common Stock pursuant to the Amended and Restated Rights Agreement, Agreement dated as of April 14February 20, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement")2001, between the Company and Equiserve Trust CompanyMellon Investor Services LLC (the "Company Rights Agreement"). Since March 31, N.A.2002 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 of Company Common Stock (and accompanying Company Rights) pursuant to options or rights outstanding as Rights Agent. As of March 31, 2003, collectively, 1,638,294 2002 under the Benefit Plans of the Company. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of March 31, 2002 no options, warrants or other rights to acquire capital stock from the Company other than (x) Company Rights and (y) options and other rights to acquire capital stock of the Company representing in the aggregate the right to purchase 76,396,436 shares of Company Common Stock were subject to options or other purchase rights (collectively, the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants")under The Pharmacia & Upjohn, and under the Restated 1985 Inc. Long-Term Incentive Stock Option Plan, The Pharmacia Corporation Management Incentive Plan, 2000 Operations Committee Incentive Plan, The Pharmacia Corporation 2001 Long Term Incentive Plan, The Operations Committee Incentive Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option - 2001 Long Term Incentive Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan - 2001 Long Term Incentive Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plancollectively, the "Company Stock Option Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, 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 the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(cSection 3.2(b) of the Company Disclosure Schedule sets forth a true complete and complete correct list, as of March 31, 20032002, of all the Company Stock Options, the holders thereof, the number of shares of Company Common Stock subject to each such optionCompany Stock Options or other rights to purchase or receive Company Common Stock granted under the Company Benefit Plans or otherwise, the dates of grant dates and the exercise prices thereof. All outstanding shares of No options or warrants or other rights to acquire capital stock of from the Company arehave been issued or granted since March 31, and all shares which may be issued pursuant 2002 to the Company Stock Plans will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, no . (ii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which stockholders holders of capital stock of the Company may vote ("Company Voting Debt") are issued or outstanding. . (iii) Except as otherwise set forth abovein this Section 3.2(b), as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries 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 subsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries Subsidiaries or obligating the Company or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiariesSubsidiaries. There are no not outstanding contractual obligations any 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 to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company have been issued and granted in compliance with (ibased upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) all applicable or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act or which otherwise relate to the registration of any securities laws and other applicable laws and (ii) all requirements set forth in applicable contractsof the Company or its Subsidiaries.

Capital Structure. The authorized capital stock of the ------------------ Company consists of 20,000,000 200,000,000 shares of Company Common Stock and 2,000,000 15,000,000 shares of preferred stock, par value $.01 per shareshare (the "Company Preferred ----------------- Stock", and together with the Company Common Stock, the "Company Capital ----- --------------- Stock"). At the close of business on (i) March 31, 20031998, (i) 7,870,203 85,248,101 shares of the Company Common Stock and no 1,750,000 shares of preferred stock Series A Preferred were issued and outstanding, (ii) 1,637,783 March 31, 1998, 2,581,182 shares of the Company Common Stock were held by the Company in its treasury and treasury, (iii) 400,000 April 20, 1998, 6,033,471 shares of Series A Junior Participating Preferred StockCompany Common Stock were subject to outstanding Company Stock Options and not more than 4,250,475 additional shares of Company Common Stock were reserved for issuance pursuant to the Company's 1994 Incentive Plan, par value $.01 per shareas amended, for stock options, SARs, and other awards of Company Common Stock which had not been granted as of the date of this Agreement, (iv) March 31, 1998, 45,000,000 shares of Company (the "Series A Junior Participating Preferred Stock") Common Stock were reserved for issuance in connection with the rights (the "Company Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Company Rights Agreement, dated Agreement -------------- (as of April 14, 1999, as amended on December 14, 1999, defined in Section 6.10) and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of v) March 31, 20031998, collectively, 1,638,294 100,000 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted reserved for issuance pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Company's Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Deferred Compensation Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 45,000 shares of the Company Common Stock were reserved for issuance under pursuant to the Company Stock Plansdefined contribution retirement plan for employees of Virginia Indonesia Company. Except as set forth aboveabove and with respect to the Company's Savings Plan for Salaried Employees, at the close of business on March 31May 1, 20031998, 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 Company SARs ("SARs"as defined in Section 6.04) or rights (other than the that were not granted in tandem with a related Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereofOption. All outstanding shares of capital stock of the Company Capital Stock are, and all such shares which that may be issued pursuant prior to the Company Stock Plans Effective Time will be, if and 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 rights. As right, subscription right or any similar right under any provision of the date of this AgreementDGCL, no 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. 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 stockholders of the Company may vote are issued or outstanding("Voting Company Debt"). Except as set forth above, as of the date ------------------- of this Agreement, there are no preemptive or other outstanding securities, not any options, warrants, calls, rights, conversion convertible or exchangeable securities, "phantom" stock rights, redemption stock appreciation rights, repurchase rightsstock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities 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 of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Company Subsidiary or any of its subsidiaries or Voting Company Debt, (ii) obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase rightsecurity, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Capital Stock. There As of the date of this Agreement, except as disclosed in the Company Disclosure Letter and as contemplated by Section 1.02(d), there are no not any outstanding contractual obligations of the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsSubsidiary.

Capital Structure. The authorized capital stock of the ----------------- Company consists of 20,000,000 40,000,000 shares of Company Common Stock and 2,000,000 shares Stock, of preferred stock, par value $.01 per share. At which 13,489,604 Shares were outstanding as of the close of business on March 31September 27, 20031999, (i) 7,870,203 and 5,000,000 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 0.001 per share, of the Company share (the "Series A Junior Participating Preferred StockShares") ), 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 reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Stock Option Agreement, dated the Company has no shares of Common Stock 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 April 14September 27, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 ii) 150,000 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and reserved for issuance under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Company's 1997 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As , of March 31, 2003, there were 2,218,304 which 79,967 shares of the Company Common Stock are available for purchase as of September 27, 1999, (iii) 70,000 shares of Common Stock reserved for issuance under pursuant to options granted other than pursuant to the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, no which options to acquire 70,000 shares of capital stock or other voting securities Common Stock are outstanding as of the Company were issuedSeptember 27, 1999 and (iv) 247,220 shares of Common Stock reserved for issuance or outstandingupon exercise of the Warrants as of September 27, 1999. There are no Schedule 6.1(b) sets forth a correct and complete list of (i) each outstanding stock appreciation rights option to purchase shares of Common Stock under the Stock Plans ("SARs"as defined below) or rights pursuant to clause (other than the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(ciii) of the preceding sentence (each a "Company Disclosure Schedule sets forth a true and complete listOption"), as of March 31September 27, 20031999, including the holder, date of all the Company Stock Optionsgrant, the holders thereof, the exercise price and number of shares of Common Stock subject to thereto and (ii) each such optionWarrant as of September 27, 1999, including the grant dates holder, exercise price, and the exercise prices thereofnumber of shares of Common Stock subject thereto. All outstanding As of September 27, 1999, there are no shares of capital stock of the Company areauthorized, and all shares issued or outstanding except as set forth above and, except as set forth above, 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 Company is a party or may be issued pursuant bound relating to the issued or unissued capital stock or other securities of the Company Stock Plans will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not the Shares subject to the Stock Option Agreement shall not be subject to any preemptive rights. As of the date of this Agreement, no The Company does not have outstanding any bonds, debentures, notes or other indebtedness obligations, the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which with the stockholders of the Company may vote are issued or outstandingon any matter ("Voting Debt"). Except as set forth abovefor the Company's 1997 Stock Incentive Plan (including its predecessor plan, as the 1995 Stock Option/Stock Issuance Plan) and the 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 date of this AgreementSurviving Corporation, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Parent or any of its subsidiaries is a party their respective affiliates pursuant to any Compensation and Benefit Plan (as defined in Section 6.1(h)(i)) which obligations were outstanding as of September 27, 1999. On or by which any prior to the consummation of them is bound obligating the Offer, the Company or any will have taken all actions as are required to adjust the terms of its subsidiaries all outstanding Warrants to issueprovide that the Warrants may be canceled in accordance with Section 5.1(a)(iii). Since September 27, deliver or sell1999, or cause to be the Company has not issued, delivered granted or sold, additional shares of capital stock or other voting securities of the Company or any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter entered into any such securityagreement relating to any subscription, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement convertible security or undertaking. There are no outstanding contractual obligations 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 Company or any of its subsidiaries to repurchaseCompany, redeem or otherwise acquire any shares of capital stock of except for the Company or any of its subsidiaries. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsOption Agreement.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 20,000,000 500,000,000 shares of Company Common Stock and 2,000,000 50,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (the “Company Preferred Stock”). At the close of business on March 31April 14, 20032024 (such date and time, the “Measurement Date”), (i) 7,870,203 76,535,644 shares of the Company Common Stock were issued and outstanding (61,779 of which were Company Restricted Shares), (ii) no shares of preferred stock Company Preferred Stock were issued and outstanding, (iiiii) 1,637,783 0 shares of the Company Common Stock were held by the Company in its treasury and treasury, (iiiiv) 400,000 (A) 3,641,509 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "outstanding Company Stock Options", (B) granted 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 grants described in Schedule 4.01(c) Company Stock Plan (for the avoidance of doubt, not including the shares of Company Common Stock subject to the Company Disclosure Schedule (the "Individual Grants"Equity Awards set forth above), and (vii) 803,716 shares of Company Common Stock were reserved and available for issuance pursuant to the Company ESPP and 164,294 shares of Company Common Stock were subscribed and/or currently estimated to be subscribed for under the Restated 1985 Incentive Stock Option Plan (Company ESPP during the "1985 Stock Option Plan"), current offering period immediately prior to the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans")date hereof. As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003Measurement 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 outstanding. There are no outstanding stock appreciation rights except as set forth in this Section 3.02(a). ("SARs"b) or rights (other than the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true All issued and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of 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 which that may be issued pursuant to the Company Stock Plans Plan, will be, if and when issued, 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 rights. As right, subscription right or any similar right under any provision of the date DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is, or, to the knowledge of this Agreementthe Company, a stockholder of the Company is, a party or otherwise bound. (c) There are no bonds, debentures, notes or other indebtedness Indebtedness of the Company having that may have at any time (whether actual or contingent) the right to vote (or convertible intovote, or that are convertible into or exchangeable for, for securities having the right to vote) , on any matters on which stockholders 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 may vote are issued Stock Options, Company RSUs, Company PSUs, Phantom RSUs or outstanding. Except Phantom Options, in each case in accordance with their respective terms as set forth above, in effect as of the date of this Agreementhereof, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings obligations 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 Subsidiary thereof to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock or other voting securities of any Equity Interests in the Company or any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertakingSubsidiary. There are no outstanding contractual obligations of the Company or any of its subsidiaries Subsidiary thereof to repurchasedirectly or indirectly amend, redeem redeem, repurchase or otherwise acquire any shares of capital stock of Equity Interests in the Company or any of its subsidiaries. There are no outstanding contractual obligations such Subsidiary, except in the case of the Company to vote or to dispose Company, for (A) acquisitions of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options and all outstanding 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 Options, Company RSUs, Company PSUs, Phantom RSUs or Phantom 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 each subsidiary 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 3.02(e) of the Company have Disclosure Letter sets forth a correct and complete list of each holder of an outstanding Company Equity Award as of the date hereof, which schedule shows for each Company Equity Award, as applicable, the date 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 issued completed prior to the date hereof and granted 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 grant was properly accounted for in compliance all material respects in accordance with (i) all applicable securities laws and other applicable laws and (ii) all requirements set forth GAAP in applicable contractsthe financial statements of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 10,000,000 shares of Company Common Stock and 2,000,000 1,000,000 shares of preferred stockPreferred Stock of the Company, par value $.01 1.00 per shareshare (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 March 31February 26, 20032001, (iA) 7,870,203 4,943,633 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (iiB) 1,637,783 18,047 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Preferred Stock, (C) 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 Common Stock are authorized and reserved for issuance upon the exercise of outstanding Company Stock Options, (E) 655,091 shares of Company Common Stock were held by the Company in its treasury and or by its Subsidiaries, (iiiF) 400,000 16,423 shares of Series A Junior Participating Preferred Stock, par value $.01 per sharewere issued and outstanding, and (G) 70,000 shares of the Company (the "Series A Junior Participating B Preferred Stock") were Stock have been reserved for issuance in connection with upon exercise of the rights (the "Company Rights") distributed to purchase shares the holders of Series A Junior Participating Preferred Stock, issued Company Common Stock pursuant to the Rights Agreement, Agreement dated as of April 14March 31, 19991993 between the Company and The Bank of New York, as amended on December 14, 1999, and as further amended on August 11, 2000 Rights Agent (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the The Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, 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 the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule Letter sets forth a true and complete list, as list of March 31, 2003, of all the outstanding Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and including the exercise prices thereof. 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, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, no vesting schedules therefor. (ii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") of the Company may vote are issued or outstanding. Except as set forth above, as . (iii) All outstanding shares of the date Company's capital stock are validly issued, fully paid and nonassessable and free of preemptive 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 for this Agreement, the Rights Agreement, the Company Rights, and the Company Stock Plans, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion convertible securities, subscriptions, stock appreciation rights, redemption phantom stock plans or stock equivalents, or other rights, repurchase rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any Subsidiary of its subsidiaries the Company is a party or by which any of them it is bound obligating the Company or any Subsidiary of its subsidiaries the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities any Voting Debt of the Company or of any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities Subsidiary of the Company or any of its subsidiaries or obligating the Company or any Subsidiary of its subsidiaries the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsSubsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 (i) 96,250,000 shares of Company Common Stock, par value $.001 per share, and (ii) 3,750,000 shares of Class B Common Stock (the "Class B Common Stock") and (iii) 1,000,000 shares of preferred stock (the "Preferred Stock"). Subject to any Permitted Changes (as defined in Section 4.01(a)(ii)) there are: (i) 47,366,158 shares of Company Common Stock issued and 2,000,000 outstanding (including shares of preferred stock, par value $.01 per share. At held in the close of business on March 31, 2003, (i) 7,870,203 shares treasury of the Company Common Stock and no including shares of preferred stock were issued and outstanding, Company Restricted Stock); (ii) 1,637,783 2,645,871 shares of the Company Common Stock were held by in the Company in its treasury and of the Company; (iii) 400,000 452,065 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the upon exercise of authorized but unissued Company Stock Options pursuant to the Stock Plans, and 354,334 shares of Company Common Stock reserved for issuance pursuant to the Stock Plans (other than upon exercise of Company 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 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 Common Stock; and (vi) no shares of Preferred Stock issued and outstanding or in the treasury of the Company. Except as set forth above, at the close of business on March 31, 2003, no shares of capital stock or other voting equity securities of the Company were are issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights ("SARs") or rights (other than the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. 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, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, There are no outstanding bonds, debentures, notes or other indebtedness or other securities 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 are issued or outstandingvote. Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase 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 equity or voting securities of the Company or any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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.,

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 40,000,000 shares of Company Common Stock and 2,000,000 1,000,000 shares of series preferred stock, par value $.01 per shareshare ("Company Preferred Stock"). At the close of business on March 31November 28, 20031997, (i) 7,870,203 14,941,227 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 470,300 shares of Company Series B Preferred Stock were issued and outstanding (and 1,410,900 shares of Company 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 treasury, (iv) 1,378,847 shares of Company Common Stock were reserved for issuance pursuant to ▇▇▇▇▇▇ Inc. 1985 Stock Option and Appreciation Plan and ▇▇▇▇▇▇ Inc. Stock Option Plan for Non-Employee Directors (collectively, the "Stock Plans"), and (iiiv) 400,000 200,000 shares of Company Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") Stock were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Company Series A Junior Participating Preferred Stock, Stock issued pursuant to the Renewed Rights AgreementAgreement dated September 25, dated as of April 14, 1999, 1996 (as amended on December 14from time to time, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), ) between the Company and Equiserve American Stock Transfer and Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plansagent. Except as set forth above, at the close of business on March 31December 14, 20031997, 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 ("SARs") or rights (other than the outstanding employee stock options to purchase shares of Company Common Stock ("Employee Stock Options")) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereofPlans 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, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this AgreementThere are no notes, no bonds, debentures, notes 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 stockholders shareholders of the Company may vote are issued or outstandingvote. Except as set forth above, as at the close of the date of this Agreementbusiness on December 14, 1997, there are were no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is was a party or by which any of them is 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 any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There are 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. There are 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. All outstanding shares of The Company Common Stock, all outstanding Company Stock Options has delivered to Bethlehem a complete and all outstanding shares of capital stock of each subsidiary correct copy 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 contractsRights Agreement.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 250,000,000 shares of Company Common Stock and 2,000,000 10,000,000 shares of preferred stock, par value $.01 0.001 per share, 44,248 shares of 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 March 31December 8, 2003, (i) 7,870,203 2006: 62,212,369 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 23,441 shares of the Series A-1 Preferred Stock were issued and outstanding, 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 Common Stock capital stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, no shares of Company capital stock are owned or other voting securities held by any Subsidiary of the Company were issued, reserved for issuance or outstandingCompany. There are no outstanding stock appreciation rights ("SARs") or rights (other than the Company Stock Options) to receive shares All of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of the Company are, are duly authorized and all shares which may be issued pursuant to the Company Stock Plans will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness . (b) Section 3.2(b) 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 are issued or outstanding. Except as set Disclosure Schedule sets forth abovea complete and accurate list, as of the date close of this Agreementbusiness on December 8, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings 2006 of: (i) the number 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 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 holder thereof and whether such holder is an employee of the Company or any of its subsidiariesSubsidiaries, or giving any person a right to subscribe for or acquire, any securities the Company Stock Plan under which it was granted and whether such Company Stock Option is an “incentive stock option” (as defined in Section 422 of the Company Code) or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, a non-qualified stock option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations the number 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Stock subject to such Company Stock Options Option, the exercise price and all outstanding shares the date of capital stock grant thereof, the applicable vesting schedule of each subsidiary 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 have been issued Stock Plan (as defined in each such plan), and granted in compliance with the expiration date of such Company Stock Option. As 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 (i) 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 applicable securities laws and other applicable laws and (ii) all requirements set forth in applicable contractssub-plans relating thereto, taken together.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 67,500,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (“Company Preferred Stock”). At the close of business on March 31May 8, 2003, 2012 (the “Measurement Date”): (i) 7,870,203 22,513,752 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, ; (ii) 1,637,783 4,954,942 shares of Company Common Stock were 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, (A) 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 in its as treasury and shares or by any wholly owned Subsidiary of the Company; (iiiv) 400,000 no shares of Series A Junior Participating Company Preferred StockStock were issued, par value $.01 per sharereserved for issuance, of outstanding or were held by the Company as treasury shares; and (the "Series A Junior Participating Preferred Stock"vi) were except as set forth above in this Section 4.01(d) or as permitted by Section 5.01(a), (x) there are not issued, reserved for issuance in connection with the rights or outstanding (the "Rights"A) to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, 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 to receive shares of Company Common Stock ("SARs"or cash or other economic benefit in respect thereof) on a deferred basis or other rights (other than the Company Stock Options) that are linked to receive shares the value of Company Common Stock and (y) there are not any outstanding obligations of the Company Common Stock on a deferred basis granted under the 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 Plans. Schedule 4.01(c) of the Options and Company Disclosure Schedule sets forth a true DSUs are evidenced by stock option agreements and complete listdeferred stock unit award agreements, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereofrespectively. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Plans Options, Company DSUs and other shares capital stock of the Company will be, if and when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable nonassessable, free and clear of all Liens and not subject to preemptive rights. 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 stockholders shareholders of the Company may vote are issued or outstandingvote. Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which Neither the Company or nor any of its subsidiaries Subsidiaries is a party to or bound by which any voting trusts, proxies or similar Contract with respect to the voting of them is bound obligating any such securities or restricting the Company or any of its subsidiaries to issue, deliver or selltransfer of, or cause to be issuedrequiring the registration for sale of, delivered or sold, additional shares of capital stock or other voting securities of the Company or any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsCompany.

Capital Structure. The authorized capital stock of the Company consists entirely of 20,000,000 (i) 50,500,000 shares of Company Common Stock Stock, and 2,000,000 (ii) 500,000 shares of preferred stock, no par value $.01 per share. At the close of business on March 31November 27, 2003, 2009: (i) 7,870,203 27,704,950 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, outstanding (including 538,486 shares of Restricted Stock); (ii) 1,637,783 578,081 shares of the Company Common Stock were held by the Company in its treasury treasury; and (iii) 400,000 221,268 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to issued and outstanding options or other to purchase rights (the "Company Common Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of under the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the First Amended and Restated 1996 Stock Option Plan, 662,513 shares of Company Common Stock were subject to issued and outstanding options to purchase Company Common Stock granted under the Third Amended and Restated Company 2007 Equity Incentive Plan, and 80,000 shares of Company Common Stock 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 (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grantscollectively, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "“Company Stock Plans"” and such stock options collectively, the “Company Stock Options”). As The Company has made available to Parent a list, as of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31November 27, 20032009, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no holders of outstanding stock appreciation rights ("SARs") or rights (other than the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, restricted stock, and other stock awards and the holders thereofnumber, the number of shares subject to each such optionexercise prices, the grant vesting schedules, performance targets, expiration dates and the exercise prices thereofother forfeiture provisions of each grant to such holders. All outstanding shares of capital stock of the Company are, and all shares which that may be issued pursuant to the Company Stock Plans will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. As 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 date Company, (ii) any securities convertible into or exchangeable or exercisable for shares of this Agreement, no bonds, debentures, notes capital stock or other indebtedness voting securities of the Company having the right to vote (or convertible intoany Company Subsidiary, 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 for, or exercisable for capital stock or voting securities having the right to vote) on any matters on which stockholders of the Company may vote are issued or outstandingany Company Subsidiary. Except as set forth above, as of the date of otherwise provided in this AgreementSection 3.1(c), there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings obligations 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 Subsidiary to (i) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or other voting securities of the Company or any of its subsidiaries, Company Subsidiary or giving any person a right to subscribe for or acquire, any securities of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its subsidiaries to (ii) repurchase, redeem or otherwise acquire any shares such securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of capital stock 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 from the Company or a Company Subsidiary any payment based on the revenues, earnings or financial performance of the Company or any of its subsidiariesCompany Subsidiary or assets or calculated in accordance therewith. There are no outstanding contractual obligations 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 3.1(c) of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common StockDisclosure Letter, all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary no indebtedness for borrowed money of the Company have been issued and granted in compliance with or any Company Subsidiary contains any restrictions (other than customary notice provisions) upon (i) all applicable securities laws and other applicable laws and the prepayment of any indebtedness of the Company or any Company Subsidiary, (ii) all requirements set forth in applicable contractsthe incurrence by the Company or any Company Subsidiary of any indebtedness for borrowed money, or (iii) the ability of the Company or any Company Subsidiary to grant any Lien on the properties or assets of the Company or any Company Subsidiary.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 150,000,000 shares of Company Common Stock and 2,000,000 50,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on March 31February 28, 20032005, (i) 7,870,203 50,801,291 shares of the Company Common Stock and no shares of preferred 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) 1,637,783 2,491,800 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 9,375,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per shareCompany Common Stock were reserved and available for issuance pursuant to the Company Stock Plan, of the Company (the "Series A Junior Participating Preferred Stock") which 2,498,532 shares were reserved for issuance in connection with the rights (the "Rights") subject to outstanding options to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "collectively, “Company Stock Options"”) granted pursuant to the grants described in Schedule 4.01(cwith a weighted-average exercise price of $21.67. (b) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31February 28, 20032005, 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 ("SARs") or rights As of the date of this Agreement, (other than the Company Stock Options) ), there were no outstanding options, stock appreciation rights, “phantom” stock rights, performance awards, units, dividend equivalent awards, rights to receive shares of the 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 Stock Plans. Schedule 4.01(c) or any Company Subsidiary to any current or former director, officer, employee or consultant of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the or any Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereofSubsidiary. All outstanding shares of capital stock of the Company Common Stock are, and all shares which may be issued pursuant to the Company Stock Plans Options will be, if and when issuedissued in accordance with the terms thereof, 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 rightsright, 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. As of 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 (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of capital stock or other equity interests of the Company or any Company Subsidiary may vote are issued or outstanding. (“Voting Company Debt”). (d) Except as set forth aboveabove in this Section 3.03, as of the date of this Agreement, there are (i) no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rightsconvertible or exchangeable securities, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them is bound obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional (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 of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities Company Subsidiary. As of the Company or date of this Agreement, there are not 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its subsidiaries 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 its subsidiaries. There are no any such securities. (f) As of the date of this Agreement, (i) the only outstanding contractual obligations 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 to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary of the Company have been issued Subsidiaries is $524,947,000 in aggregate principal amount of loans under the Amended and granted in compliance with Restated Credit Agreement dated as of August 13, 2001, and amended and restated as of July 2, 2002, as amended as of November 19, 2003 (i) all applicable securities laws the “Company Credit Agreement”), among the Company, the lending institutions party thereto, Deutsche Bank Securities, Inc. and other applicable laws 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) all requirements set forth in applicable contractsthere are no guarantees by the Company or any of the Company Subsidiaries of indebtedness of third parties for borrowed money.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 3,200,000,000 shares of common stock, par value $0.0001, of the Company (the “Company Common Stock Stock”) and 2,000,000 100,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (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 “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 March 31January 12, 20032017, (i) 7,870,203 1,425,934,305 shares of Company Common Stock were outstanding, none of which were held by any Company Subsidiary, (ii) 7,073,244 shares of Company Common Stock were reserved and available 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 preferred stock Series A Preferred Stock were outstanding and (iv) 1,000,000 shares of Series B Preferred Stock were issued and outstanding, (ii) 1,637,783 shares all of the Company Common Stock which were held by the a Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock PlansSubsidiary. Except as set forth above, at the close of business on March 31January 12, 20032017, 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 outstanding stock appreciation rights ("SARs") or rights (other than the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of the Company Capital Stock are, and all such shares which that may be issued pursuant prior to the Company Stock Plans Effective Time will be, if and 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 rights. As right, subscription right or any similar right under any provision of the date of this AgreementNCBCA, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or otherwise bound (other than any Contracts to which Parent or any Parent Subsidiary is a party or otherwise bound). There is no bonds, debentures, notes or other indebtedness 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 holders of the Company Capital Stock may vote are issued or outstanding(“Company Voting Debt”). Except as set forth above, as of the date of this Agreement, Agreement there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion convertible or exchangeable securities, other securities, “phantom” stock rights, redemption stock appreciation rights, repurchase rightsstock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its subsidiaries 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 of its subsidiaries 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 in connection with the vesting or settlement of Company Stock 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 other voting securities of the Company or any of its subsidiariesCompany Subsidiary, or giving any person a right other than pursuant to subscribe for or acquire, any securities of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsGovernance Agreement.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 15,000,000 shares of Company Common Stock and 2,000,000 500,000 shares of preferred stock, par value $.01 0.01 per shareshare (the “Company Preferred Stock”), and together with the Company Common Stock, the “Company Capital Stock”). At the close of business on March 31June 2, 20032004, (i) 7,870,203 7,873,664 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 822,394 shares of the Company Common Stock were held by the Company in its treasury and treasury, (iii) 400,000 864,216 shares of Series A Junior Participating Preferred StockCompany Common Stock were subject to outstanding Company Stock Options, par value $.01 per share, (iv) 151,610 shares of the Company (the "Series A Junior Participating Preferred Stock") Common Stock were reserved for issuance pursuant to future awards under the Company’s 1999 Directors’ Restricted Stock Plan and the Company’s Executive Incentive Plan, (v) 953,963 additional shares of Company Common Stock were available for issuance under the Company Stock Plans, (vi) 79,204 shares of Company 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 under the Company’s Employee Stock Purchase Plan, (viii) no shares of Company Common Stock were reserved for and subject to issuance in connection with the rights (the "“Company Rights"”) to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, Agreement dated as of April 14May 21, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement")1997, between the Company and Equiserve Trust Company, N.A.ChaseMellon Shareholder Services L.L.C., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 Agent (the “Company Rights Agreement”) and (ix) no shares of the Company Common Preferred Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), issued and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plansoutstanding. Except as set forth above, at as of the close date of business on March 31, 2003this Agreement and as of the Closing Date, no other shares of capital stock or other voting securities of the Company Capital Stock were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights . ("SARs"b) or rights (other than the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(cSection 3.03(b) of the Company Disclosure Schedule Letter sets forth a true and complete list, as of March 31the close of business on June 2, 20032004, 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 Options, the holders thereofor stock in any Company Subsidiary, the number of shares subject to each such optionthereto, 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 1, 2004 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 prices of Company Stock Options outstanding on such date pursuant to the terms thereof. . (c) All outstanding shares of capital stock of the Company Capital Stock are, and all such shares which that may be issued pursuant prior to the Company Stock Plans Effective Time will be, if and 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 rights. As right, subscription right or any similar right under any provision of the date of this AgreementDGCL, 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 stockholders holders of Company Common Stock may vote (“Voting Company Debt”). Except for the Company may vote are issued or outstanding. Except as set forth above, as of Stock Options and the date of this AgreementCompany Rights, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion convertible or exchangeable securities, “phantom” stock rights, redemption stock appreciation rights, repurchase 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, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver deliver, sell or sellgrant, or cause to be issued, delivered delivered, sold or sold, 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 of its subsidiariesCompany Subsidiary or any Voting Company Debt, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries or (ii) obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion rightsecurity, redemption right, repurchase rightunit, commitment, agreementContract, arrangement or undertaking. There are no not any outstanding contractual obligations of the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of Company Subsidiary. The Company has made available to Acquirer and its subsidiaries. There are no outstanding contractual obligations Representatives a true and complete copy of the Company Rights Agreement, as amended to vote the date of this Agreement. (e) Except for the Voting Agreement, neither the Company nor any Company Subsidiary is a party to any voting agreement, irrevocable proxy or other agreement with respect to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary voting 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 contractsCapital Stock.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 100,000,000 shares of Company Common Stock and 2,000,000 1,000,000 shares of preferred stock, par value $.01 0.01 per shareshare ("Company Preferred Stock"). At the close of business on March 31September 30, 2003, (i) 7,870,203 67,772,502 shares of the Company Common Stock and no shares of preferred stock were issued and 47,760,422 shares of Company Common Stock were outstanding, (ii) 1,637,783 20,012,080 shares of the Company Common Stock were held by the Company in its treasury and treasury, (iii) 400,000 7,608,120 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") Common Stock were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 's 1989 Non-Qualified Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 1990 Non-Qualified Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 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 any other plan or arrangement under which compensatory stock options were granted (collectively, the "Company Stock Plans"). As ) (of March 31, 2003, there were 2,218,304 which 6,412,486 shares of the Company Common Stock reserved for issuance were subject to outstanding options to purchase shares of Company Common Stock granted under the Company Stock PlansPlans ("Company Stock Options")), (iv) 389,217 shares of Company Common Stock were "Available Shares" (as defined in the SCT Agreement) and 7,915,335 shares of Company Common Stock were held in the "Suspense Account" (as defined in the SCT Agreement) pursuant to the Trust 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 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 March 31September 30, 2003, 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 ("SARs") or rights (other than the Company Stock Options) to receive shares of the 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. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereofPlans 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, if and when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of . (c) Except as set forth above in this AgreementSection 3.03, 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 are issued or outstandingvote. Except as set forth aboveabove in this Section 3.03, as of the date of this Agreement, (i) there are no preemptive not issued, reserved for issuance or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings (A) any securities of any kind to which the Company or any of its subsidiaries is a party Subsidiaries convertible into or by which any exchangeable or exercisable for shares of them is bound obligating capital stock or voting securities of the Company or any of its subsidiaries 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, additional shares of capital stock or other voting securities of any such securities. Neither the Company or nor any of its subsidiaries, or giving Subsidiaries is a party to any person a right voting agreement with respect to subscribe for or acquire, any securities the voting of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractssecurities.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 35,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, par value $.01 per shareshare (“Company Preferred Stock”). At the close of business on March 312, 20032005, (i) 7,870,203 14,445,563 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 no shares of the Company Common Stock were held by the Company in its treasury, (iii) 7,269,604 shares of Company Common Stock were reserved for issuance pursuant to the Amended and Restated 1996 Equity Compensation Plan of the Company and the 1999 Employee Stock Purchase Plan of the Company (the “ESPP”, and such plans collectively, the “Company Stock Plans”), of which 4,873,628 shares of Company 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 (iiiv) 400,000 50,000 shares of Company Preferred Stock designated as Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") Shares were reserved for issuance in connection with the rights (the "“Rights"”) to purchase shares of Series A Junior Participating Preferred Stock, be issued pursuant to the Rights Agreement, Agreement dated as of April 14July 31, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement")2001, between the Company and Equiserve American Stock Transfer & Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights agent (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"“Rights Agreement”), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth aboveabove in this Section 3.01(c), at the close of business on March 312, 20032005, 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 ("“SARs") or ”), “phantom” stock rights, performance units, rights (other than the Company Stock Options) to receive shares of the 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 PlansStock-Based Awards”). Schedule 4.01(cSection 3.01(c) of the Company Disclosure Schedule sets forth a true complete and complete accurate list, as of March 312, 20032005, of all outstanding options to purchase shares of Company Common Stock (collectively, but exclusive of rights under the ESPP, “Company Stock Options”) under the Company Stock Options, the holders thereofPlans or otherwise, the number of shares of Company Common Stock (or other stock) subject to each such optionthereto, the grant dates 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 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 thereofon 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 Plans Options or rights under the ESPP will be, if and when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. 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 stockholders of the Company may vote are issued or outstandingvote. Except as set forth aboveabove in this Section 3.01(c), as (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 date Company, (B) any securities of this Agreement, there are no preemptive the Company convertible into or exchangeable or exercisable for shares of capital stock or other outstanding securities, options, voting securities or equity interests of the Company or (C) any warrants, calls, rightsoptions or other rights to acquire from the Company, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings and no obligation of any kind to which the Company to issue, any capital stock, voting securities, equity interests or any securities convertible into or exchangeable or exercisable for capital stock or voting securities of its subsidiaries is a party or by which any of them is bound obligating the Company and (y) there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any of its subsidiaries such securities or 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 subsidiaries, or giving any person a right to subscribe for or acquire, any securities of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertakingsecurities. There are no outstanding contractual obligations of The Company is not a party to any voting agreement with respect to 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. There are no outstanding contractual obligations of the Company to vote or to dispose voting of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractssuch securities.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 100,000,000 shares of Company Common Stock and 2,000,000 10,000,000 shares of preferred stock, par value $.01 0.001 per share. 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 March 31May 27, 20032008, (iA) 7,870,203 42,656,290 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (iiB) 1,637,783 118,916 shares of the Company Common Stock were held by the Company in its treasury and treasury, (iiiC) 400,000 8,433,753 shares of Series A Junior Participating Preferred StockCompany Common Stock were reserved and available for issuance pursuant to the 2006 Equity Incentive Plan of the Company, par value $.01 per sharethe 1996 Stock Option Plan of the Company and the 2000 Non-Employee Director Stock Option Plan of the Company (such plans, together with the 2000 Employee Stock Purchase Plan of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Purchase Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As , of March 31, 2003, there were 2,218,304 which 3,888,806 shares of the Company Common Stock reserved for issuance 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. Except 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 pursuant to the Purchase Plan, (E) 6,109,517 shares of Company Common Stock (such shares, the "CEFF Shares") were reserved and available for issuance pursuant to the terms of that certain Common Stock Purchase Agreement, dated as set forth aboveof July 19, at 2006, by and between the Company and Kingsbridge Capital Limited ("Kingsbridge"), (F) 285,000 shares of 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 treasury shares. (iii) Since the close of business on March 31May 27, 20032008, (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 ("SARs") or rights (other than the Company Stock Options) to receive shares of the Company Common Stock or Company Preferred Stock subject to vesting or restrictions on a deferred basis transfer imposed by the Company. All outstanding Company Stock Options and Company RSUs have been granted under the Company Stock Plans. Schedule 4.01(cOther than the Company Stock Plans, there is no plan, contract, agreement or arrangement providing for the grant of options to acquire shares of Company Common Stock by the Company or any of its Subsidiaries. Section 4.01(c)(iv) of the Company Disclosure Schedule sets forth a true complete and complete accurate list, as of March 31May 27, 20032008, of (A) all outstanding Company Stock Options, the number of shares of Company Common Stock subject to each such 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 holders 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 number 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 optionCompany 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 grant dates and Closing no holder of a Company Stock Option or Company RSU (or former such holder) shall have the exercise prices thereof. 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 Plans Options or the Company RSUs or rights under the Purchase Plan will be, if and when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. 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 stockholders of the Company may vote are issued or outstandingentitled to vote. Except as set forth aboveabove 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 the date May 27, 2008, (A) there were not issued, reserved for issuance or outstanding (1) any shares of this Agreement, there are no preemptive capital stock or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements voting securities or undertakings equity interests of any kind to which the Company or any of its subsidiaries is a party or by which Subsidiaries, (2) any securities of them is bound obligating the Company or any of its subsidiaries 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, additional shares of capital stock or other voting securities of any such securities. Neither the Company or nor any of its subsidiariesSubsidiaries is a party to any voting or other agreement with respect to the voting of any such securities and, or giving any person a right to subscribe for or acquire, any securities the knowledge of the Company or any Company, as of its subsidiaries or obligating the Company or any of its subsidiaries date hereof, there are no irrevocable proxies and no voting agreements, other than those contemplated by the Transaction Agreements, with respect to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractssecurities.

Capital Structure. (a) The authorized capital stock of the Company Cedar consists of 20,000,000 350,000,000 shares of Company Cedar Common Stock and 2,000,000 shares of preferred stock, par value $.01 25.00 per shareshare (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 “Cedar Series H Shares”), 325,000 shares have been designated as 5% Cumulative Convertible Series L 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 October 23, 2008, (i) 100,130,027 shares of Cedar Common Stock were issued and outstanding, of which 1,292,232 were Cedar Restricted Shares, (ii) no shares of 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 Cedar Common Stock were held by 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) 12,864 shares of 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 Cedar 2001 Employee Stock Purchase Plan (the “Cedar ESPP”), and (vii) 231,923 shares of Cedar Common Stock were reserved for issuance pursuant to the Cedar Automatic Dividend Reinvestment and Stock Repurchase Service (the “Cedar DRIP”). At the close of business on March 3110, 20032008, (i) 7,870,203 4,487,700 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 shares of the Company Cedar Common Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 entitled to ten votes per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued share pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 Cedar Articles (the "Rights Agreement"“Cedar High Vote Stock”), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth abovein this Section 3.03(a), at the close of business on March 31October 23, 20032008, 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. There are From the close of business on October 23, 2008 to the date of this Agreement, there have been no outstanding issuances by Cedar of shares of capital stock appreciation rights ("SARs") or rights (voting securities of, or other equity interests in, Cedar other than the Company Stock Options) to receive shares issuance of the Company Cedar Common Stock upon the exercise of Cedar Stock Options outstanding at the close of business on a deferred basis granted October 23, 2008, issuances pursuant to rights under the Company Stock Plans. Schedule 4.01(cCedar ESPP, Cedar DRIP or Cedar 401(k) of the Company Disclosure Schedule sets forth a true and complete listplans, in each case in accordance with their terms in effect as of March 31October 23, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. 2008. (b) All outstanding shares of capital stock of the Company Cedar Capital Stock are, and and, at the time of issuance, all such shares which that may be issued upon the exercise of Cedar Stock Options or pursuant to the Company Cedar Stock Plans or the Cedar ESPP will be, if 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 to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive rights. As right, subscription right or any similar right under any provision of the date 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 bonds, debentures, notes or other indebtedness Indebtedness of the Company Cedar having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of Cedar may vote (“Cedar Voting Debt”). Neither Cedar nor any of the Company may vote are issued Cedar Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or outstandingvoting securities of, or other equity interests in, Cedar. Except as set forth above, as of the date of for this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings neither Cedar nor any of the Cedar Subsidiaries is a party to any kind agreement pursuant to which the Company any Person is entitled to elect, designate or nominate any director of Cedar 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 subsidiaries, or giving any person a right to subscribe for or acquire, any securities of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsCedar Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 120,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, par value $.01 per shareStock. At the close of business on March 31February 25, 20032010, (i) 7,870,203 56,070,028 shares of the Company Common Stock were issued and outstanding (which number includes no shares of preferred stock were issued and outstandingCompany Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company), (ii) 1,637,783 7,660,238 shares of the Company Common Stock were held by the Company in its treasury reserved and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved available for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 Company’s 2008 Stock Incentive Plan (the "Rights Agreement"“Company Stock Plan”), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 which (A) 2,750,730 shares of the Company Common Stock were subject to outstanding options or other purchase rights 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 (C) 754,230 shares of Company Common Stock were 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 Common Stock were outstanding under the Company’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 3.75% convertible senior notes due 2026, issued pursuant to the grants described in Schedule 4.01(c) of Indenture between the Company Disclosure Schedule and Wilmington Trust Company dated as of June 13, 2006 (the "Individual Grants"“Convertible Notes”), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plansoutstanding. Except as set forth above, at the close of business on March 31February 25, 20032010, 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 ("SARs") or rights (other voting securities of the Company, other than issuances of shares of Company Common Stock pursuant to the Company Stock OptionsPlan and (y) to receive shares of there have been no issuances by the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete listoptions, as of March 31warrants, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject other rights to each such option, the grant dates and the exercise prices thereof. All outstanding 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, except for rights under the Company Stock 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 otherwise 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 which that may be issued pursuant prior to the Company Stock Plans Effective Time will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. 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 stockholders 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 may vote are issued Stock Plan, the Specified Deferred Compensation Plans, the Company 401(k) Plan, the Irish Share Scheme or outstanding. Except as otherwise set forth above, as of the date of this AgreementFebruary 25, 2010, there are no preemptive or shares of Company Common Stock, any other outstanding shares of capital stock, voting securities, options, warrants, calls, rights, conversion convertible or exchangeable securities, “phantom” stock, “phantom” stock rights, redemption rightsstock appreciation rights or stock-based performance units with respect to the Company, repurchase rights, commitments, agreements, arrangements Contracts or undertakings of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound (1) obligating the Company or any of its subsidiaries such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities 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 giving any person a right to subscribe for or acquire, any securities of the Company Subsidiaries or any of its subsidiaries or Voting Company Debt, (2) obligating the Company or any of its subsidiaries such Subsidiary to issue, grant, extend grant or enter into any such security, option, warrant, call, right, conversion rightsecurity, redemption rightunit, repurchase rightContract 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, commitment, agreement, arrangement or undertaking. There there are no outstanding contractual obligations of the Company or any of its subsidiaries 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 3.01(c) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all Indebtedness for borrowed money of the Company and its Subsidiaries (other than any such Indebtedness owed to the Company or any of its subsidiariesSubsidiaries, 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. There are no outstanding contractual obligations From and after the Effective Time, neither Parent nor the Company will be required to deliver Company Common Stock or other capital stock of the Company to vote any person pursuant to or to dispose in settlement of any shares Company Equity Awards, the Convertible Notes, the Irish Share Scheme or otherwise. Table of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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.Contents

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 20,000,000 (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, the “Company Common Stock Stock”) and 2,000,000 (iii) 20,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (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 March 31December 28, 2003, 2023: (iA) 7,870,203 3,232,701 shares of the Company Class A Common Stock and no shares of preferred stock were issued and outstanding, ; (iiB) 1,637,783 4,000,000 shares of the Company Class B Common Stock were held by the Company in its treasury issued and outstanding; (iiiC) 400,000 3,567,543 shares of Company Series A Junior Participating Preferred Stock, par value $.01 per share, Stock were issued and outstanding; (D) 850,000 shares of the Company (the "Series Class A Junior Participating Preferred Stock") Common Stock were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued under outstanding awards or otherwise available for issuance pursuant to the Rights Agreement, dated as Company Incentive Plan; (E) 4,000,000 units in Holdco (“Holdco Units”) and 4,000,000 shares of April 14, 1999, as amended on December 14, 1999, Company Class B Common Stock were together exchangeable for 4,000,000 shares of Company Class A Common Stock pursuant to the Holdco LLC Agreement and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company Charter; and Equiserve Trust Company(F) no Voting Debt of the Company was issued and outstanding. All outstanding shares of Company Common Stock are validly issued, N.A., as Rights Agentfully 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 March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31December 28, 20032023, other than the exchange of Holdco Units and shares of Company Class B Common Stock for shares of Company Class A Common Stock pursuant to the Holdco LLC Agreement and the Company Charter and the rights of the holders of the Company Series A Preferred Stock upon a Change of Control (as defined in the Company Charter), or the issued and outstanding Company RSUs, the 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 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, conversion, purchase, exchange or other similar price thereof). (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 capital stock or other voting Company Capital Stock, (2) no Voting Debt, (3) no securities of the Company were 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, reserved for issuance delivered, sold, purchased, redeemed or outstanding. acquired, additional shares of Company Capital Stock or any Voting Debt. (c) There are no outstanding stock appreciation rights ("SARs") not any stockholder agreements, voting trusts or rights (other than agreements to which the Company Stock Options) is a party or by which it is bound relating to receive the voting of any shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(cCapital Stock. (d) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. 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, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness Subsidiaries of the Company having that are owned by the right to vote (or convertible intoCompany, or exchangeable for, securities having the right to vote) on any matters on which stockholders a direct or indirect wholly-owned Subsidiary of the Company may vote Company, are issued or outstanding. Except as set forth abovefree and clear of all Encumbrances, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase 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 subsidiaries, or giving any person a right to subscribe for or acquire, any securities of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsthan Permitted Encumbrances.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 shares 50,000,000 Common Shares, of Company which 30,675,300 Common Stock and 2,000,000 shares of preferred stock, par value $.01 per share. At the close of business on March 31, 2003, (i) 7,870,203 shares of the Company Common Stock and no shares of preferred stock Shares were issued and outstanding, (ii) 1,637,783 shares of the Company outstanding and 3,320,037 Common Stock Shares were held by the Company in its treasury as of the close of business on July 9, 1999, and (iii) 400,000 5,000,000 shares of preferred stock, no par value, of which 1,000,000 shares have been authorized as Series A B Junior Participating Preferred Stock, par value $.01 per share, none of which are outstanding. All of the outstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no commitments to issue or deliver Common Shares, except that, as of July 9, 1999, there were (i) 1,408,066 Common Shares subject to issuance upon exercise of outstanding Company Options pursuant to the Company's Equity Incentive Plan, the 1994 Stock Option Plan For Non-Employee Directors and the 1982 Long-Term Performance Incentive Plan, (ii) 1,546,559 Common Shares reserved for issuance upon exercise of authorized but unissued Company Options and 167,000 shares reserved for issuance as Restricted Stock under the Company Stock Plans, and (iii) 243,157 Common Shares reserved for issuance under the Company's Employee Stock Purchase Plan (the plans in clauses (i) and (iii) are hereinafter collectively referred to as the "Company Stock Plans"). The Company has no commitments to issue or deliver shares of preferred stock, except that as of the date hereof, there were 1,000,000 shares of Series A B Junior Participating Preferred Stock") were reserved for Stock subject to issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14September 11, 19991996, between the Company and ChaseMellon Shareholder Services, LLC, as amended on December 14, 1999, and as further amended on August 11, 2000 Rights Agent (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., . Except as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described set forth in Schedule 4.01(cSection 5.1(a) of the Company Disclosure Schedule (the "Individual Grants")Letter, and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares each of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, no outstanding 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 the Company Stock Options) to receive shares each of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. 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, if and when issued, Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As owned by the Company or a direct or indirect wholly owned Subsidiary of the date Company, free and clear of this Agreementany lien, no bondspledge, debenturessecurity interest, notes claim 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 are issued or outstandingencumbrance. Except as set forth above, as of above and in the date of this Stock Option Agreement, there are no preemptive or other outstanding securitiesrights, options, warrants, calls, conversion rights, conversion stock appreciation rights, redemption rights, repurchase 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 commitments to issue, deliver or sell, repurchase, redeem or cause to be issued, delivered or sold, additional otherwise acquire any shares of capital stock or other voting securities of the Company or any of its subsidiariesSubsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person Person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries Subsidiaries, and no securities or obligating the Company obligations evidencing such rights are authorized, issued or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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 subsidiariesoutstanding. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiariesSubsidiaries. All The Company does not have outstanding shares any bonds, debentures, notes or other obligations the holders of Company Common Stock, all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders 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 contractson any matter.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 1,000,000,000 shares of the Company Common Stock Stock, par value $0.0001 per share and 2,000,000 200,000,000 shares of preferred stock, par value $.01 0.0001 per shareshare (the “Company Preferred Stock”). At the close of business on March 31February 13, 20032024 (the “Measurement Date”), (i) 7,870,203 47,166,421 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 no shares of the Company Common Stock were held by the Company in its treasury and treasury, (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 9,021,658 shares of the Company Common Stock were subject to options or other purchase rights (the "outstanding Company Stock Options"Options with a weighted average exercise price of $9.83 per share, (iv) granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 121,713 shares of the Company Common Stock were subject to outstanding Company Restricted Stock Units, (v) 20,021,298 shares of the Company Common Stock were reserved for issuance under pursuant to the Company Stock Plans, of which 5,638,023 shares were available for future issuance, (vi) 1,316,982 shares of the Company Common Stock were reserved for issuance pursuant to the Company ESPP, of which 1,116,217 shares were available for future issuance, and (vii) no shares of Company Preferred Stock were issued or outstanding. Except as set forth above, at the close of business on March 31, 2003the 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 ("SARs") 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 the issuance of the Company Common Stock upon the exercise of Company Stock OptionsOptions or vesting of Company Restricted Stock Units in accordance with their terms. (b) to receive All outstanding shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all such shares which that may be issued pursuant prior to the Company Stock Plans Effective Time will be, if and be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. . (c) As of the date of this AgreementAgreement Date, there are no bonds, debentures, notes or 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 stockholders holders of the Company Common Stock may vote are issued or outstanding. by virtue of their ownership thereof (“Voting Company Debt”). (d) Except as set forth abovein Section 4.02(d) of the Company Disclosure Letter, as of the date of this AgreementMeasurement Date, there are no preemptive or other outstanding securities, options, warrants, callsconvertible or exchangeable securities, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements stock-based performance units or undertakings of any kind other rights or Contracts to which the Company or any of its subsidiaries is a party or by which any of them the Company is bound (i) obligating the Company or any of its subsidiaries 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 of its subsidiariesVoting Company Debt, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries or (ii) obligating the Company or any of its subsidiaries to issue, grant, extend grant or enter into any such security, option, warrant, callsecurity, rightunit, conversion rightright or Contract, redemption right(iii) that give any Person the right to receive any economic or voting interest of a nature accruing to the holders of the Company Common Stock or (iv) restricting the transfer of, repurchase rightcontaining any right of first refusal or right of first offer with respect to, commitmentor requiring the registration for sale of any shares of, agreementcapital stock of the Company. (e) As of the Measurement Date, arrangement or undertaking. There 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 options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of its subsidiaries. There are no outstanding contractual obligations capital stock of the Company, except for (i) acquisitions of shares of the Company to vote or to dispose Common Stock in connection with the surrender of any shares of the capital stock Company Common Stock by holders of any Company Stock Options in order to pay the exercise price of its subsidiaries. All outstanding Company Stock Options, (ii) the withholding of shares of the Company Common StockStock 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 of such awards. (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 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 all outstanding Company Restricted Stock Units, as of the Measurement Date, indicating for each such 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 Company Stock Options and Company Restricted Stock Units and shares of capital stock of Company Common Stock subject thereto, and (iv) for each subsidiary Company Stock Option, the exercise price. Each Company Stock Option and Company Restricted Stock Unit was issued in accordance with the terms of the Company have been issued Stock Plan under which it was granted and granted in compliance with (i) all applicable securities laws and other Laws. Each Company Stock Option characterized by the Company on Section 4.02(g) of the Company Disclosure Letter as an “incentive stock option” within the meaning of Section 422 of the Code complies with all of the applicable laws and (ii) all requirements set forth in applicable contractsof Section 422 of the Code.

Capital Structure. The (i) As of October 31, 2000, the authorized capital stock of the Company consists consisted of 20,000,000 (A) 400,000,000 shares of Company Common Stock of which 131,303,401 shares were outstanding and 2,000,000 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 stockPreferred Stock, no par value $.01 per share. At the close value, of business on March 31, 2003, (i) 7,870,203 which 4,000,000 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of have been designated Series A C Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were Stock and reserved for issuance in connection with upon exercise of the rights (the "Company Rights") distributed to purchase shares the holders of Series A Junior Participating Preferred Stock, issued Company Common Stock pursuant to the Rights Agreement, dated as of April 14May 8, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), 1996 between the Company and Equiserve ▇▇▇▇▇▇ Trust Company, N.A., 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 Rights Agent. As of March October 31, 20032000, collectively854,182 shares were outstanding. Since December 31, 1,638,294 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 were subject to options or other purchase rights (collectively, the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) 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 Disclosure Schedule (Stock Compensation Plan for Outside Directors and the "Individual Grants"), and under the Restated 1985 Incentive Company Stock Option Plan for Outside Directors (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plancollectively, the "Company Stock Option Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, 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 the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(cSection 3.2(b) of the Company Disclosure Schedule sets forth a true complete and complete correct list, as of March 31November 16, 20032000, of all the Company Stock Options, the holders thereof, the number of shares of Company Common Stock subject to each such optionCompany Stock Options or other rights to purchase or receive Company Common Stock granted under the Company Benefit Plans or otherwise, the dates of grant dates and the exercise prices thereof. All outstanding shares of Except for Company Stock Options, no options or warrants or other rights to acquire capital stock of from the Company arehave been issued or granted since December 31, and all shares which may be issued pursuant 1999 to the Company Stock Plans will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, no . (ii) 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 holders of capital stock of the Company may vote ("Company Voting Debt") are issued or outstanding. . (iii) Except as otherwise set forth abovein 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 preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries 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 subsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries Significant Subsidiaries or obligating the Company or any of its subsidiaries Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsSignificant Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 1,500,000,000 shares of Company Common Stock and 2,000,000 50,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (the “Company Preferred Stock” and together with the Company Common Stock, the “Company Capital Stock”). At the close of business on March 31April 25, 20032011, (i) 7,870,203 57,512,633 shares of the Company Common Stock were issued and outstanding, of which 22,814 were Company Restricted Shares, (ii) no shares of preferred stock Company Preferred Stock were issued and outstanding, (iiiii) 1,637,783 6,568,656 shares of the Company Common Stock were held by reserved and available for issuance pursuant to the Company in its treasury Stock Plans, of which (A) 2,575,038 shares were issuable upon exercise of outstanding Company Stock Options and (iiiB) 400,000 2,588,185 shares were potentially issuable under outstanding Company RSUs, including performance-based Company RSUs and Annual Incentive Company RSUs, (iv) 73,271 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") Common Stock were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between under the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "“Company ESPP," ”), and together with Individual Grants(v) (x) 44,132 shares of Company Common Stock were reserved for issuance upon conversion of the Company’s 3.0% Convertible Senior Notes due May 15, 2012 (the 1985 Stock Option Plan “Company Convertible Notes”) and (y) the 1996 Stock Option Plan, Conversion Rate (as defined in the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares indenture governing the terms of the Company Convertible Notes) was 14.2086 shares of Company Common Stock reserved for issuance under per $1,000 principal amount of Company Convertible Notes and no adjustments had been made to the Company Stock Planstable 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 March 31April 25, 20032011, 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 ("SARs") or rights (voting securities of, or other equity interests in, the Company, other than the Company Stock Options) to receive shares issuance of the Company Common Stock on a deferred basis granted under upon the exercise of Company Stock Plans. Schedule 4.01(cOptions outstanding at the close of business on April 25, 2011 and in accordance with their terms in effect at such time. (b) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of the Company Common Stock (including Company Restricted Shares) are, and and, at the time of issuance, all such shares which that may be issued upon the exercise of Company Stock Options or pursuant to the Company Stock Plans or the Company ESPP will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive rights. As 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 4.03, 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, (x) any capital stock of 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, (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 Company in connection with (i) the payment of 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 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 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 this Agreementsuch 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, debentures, notes or other indebtedness Indebtedness of the Company having the right to vote (or 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 are issued or outstanding(“Company Voting Debt”). Except as set forth above, as Neither the Company nor any of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which to any voting agreement with respect to the voting 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, 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 its subsidiaries, or giving the Company Subsidiaries. (c) If any person a right to subscribe for or acquire, any securities holder of the Company or any of Convertible Notes exercises its subsidiaries or obligating conversion rights thereunder, the Company or any has the right to pay cash in lieu of its subsidiaries to issueall shares that would otherwise be issuable upon such conversion. The Company Convertible Notes are not, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations as of the Company or any of its subsidiaries to repurchasedate hereof, redeem or otherwise acquire any shares of capital stock of convertible by the holders thereof and the Company or has not issued any of its subsidiaries. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary upon conversion 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 contractsConvertible Notes.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company consists solely of 20,000,000 (a) 150,000,000 shares of Company Common Stock Stock, (b) 5,000,000 shares of series common stock, par value $0.01 per share (the "Series Common Stock"), of which no shares were outstanding, and 2,000,000 (c) 5,000,000 shares of preferred stock, par value $.01 0.01 per shareshare ("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 March 31November 30, 20032000, (i) 7,870,203 57,830,966 shares of Common Stock were outstanding, and 2,471,445 shares of Common Stock of the Company were held 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, (b) Stock Options representing in the aggregate the right to purchase up to 12,942,060 shares of Common Stock and no shares of preferred (including tandem limited stock were issued and outstanding, (ii) 1,637,783 shares appreciation rights granted to senior executives of the Company Common Company) and 19,875 stock appreciation rights under the 1996 ACNielsen Key Employees' Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company Incentive Plan (the "Series A Junior Participating Preferred StockKey Employees' Stock Incentive Plan") were reserved ), the 1996 ACNielsen Replacement Plan for issuance in connection with the rights Certain Employees Holding The Dun & Bradstreet Equity Based Awards (the "RightsReplacement Plan") to purchase shares of Series A Junior Participating Preferred Stock), issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 1996 ACNielsen Non-Employee Directors' Stock Incentive Plan (the "Rights AgreementDirectors' Plan"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights 1996 ACNielsen Senior Executive Plan (the "Company Stock OptionsExecutive Plan") granted pursuant to ), the grants described in Schedule 4.01(c) of the Company Disclosure Schedule 1996 ACNielsen Management Incentive Bonus Plan (the "Individual GrantsManagement Plan"), ) and under the Restated 1985 Incentive BBI Marketing Services Inc. Key Employee Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Incentive Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plancollectively, the "Company Stock Option Plans"). As of March 31, 2003, there were 2,218,304 (c) stock units representing in the aggregate the right to receive no more than 30,000 shares of the Company Common Stock reserved for issuance under the 1996 ACNielsen Non-Employee Directors' Deferred Compensation Plan (the "Directors' Deferred Compensation Plan") and (d) obligations to issue shares of Common Stock under the ACNielsen Employee Stock Ownership Plan (the "Employee Stock Ownership Plan"). Other than (a) the shares of 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 the aggregate pursuant to the Company Stock Option Plans. Except as set forth above, at and the close of business on March 31, 2003, no Directors' Deferred Compensation Plan and (c) shares of capital stock or other voting securities Common Stock (and associated Rights) issued since November 30, 2000 upon the exercise of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights Stock Options referred to in clauses ("SARs"b) or rights (other than the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(cc) of the immediately preceding sentence, no shares, Stock Options or warrants or other rights to acquire capital stock from the Company Disclosure Schedule sets forth a true and complete list, remain outstanding as of March 31, 2003, the date of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereofthis Agreement. 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, if and when issued, its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or similar rights. As , and, in the case of the date of this AgreementSubsidiaries, no bondsare owned by the Company, debentures, notes by one 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 are issued or outstanding. Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase 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 more Subsidiaries of the Company or any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of by the Company and one or more such Subsidiaries (except as disclosed in Schedule B), free and clear 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 its subsidiaries or obligating April 15, 1998, among the Company, The Chase Manhattan Bank and the lenders named therein (the "Credit Agreement"). Except as described above, neither the Company or nor any Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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.the

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 (i) 60,000,000 shares of Company Common Stock and 2,000,000 Stock, of which 26,537,830 shares of preferred stock, par value $.01 per share. At were outstanding at the close of business on March December 31, 2003, (i) 7,870,203 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding2001, (ii) 1,637,783 and 1,009,126 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 0.01 per share, of the Company share (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights AgreementShares"), between none of which were outstanding on the Company and Equiserve Trust Company, N.A., as Rights Agentdate hereof. As All of March 31, 2003, collectively, 1,638,294 the outstanding shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), have been duly authorized and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, 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 the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. 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, if and when issued, duly authorized, validly issued, 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 reserved for issuance pursuant to the Rights Agreement, dated May 18, 1995, as amended (the "Company Rights Agreement"), between the Company and EquiServe Trust Company, N.A. (the "Company Rights Agent"), (ii) 5,273,750 shares of Company Common Stock reserved for issuance pursuant to the Company Stock Option Plans, (iii) 700,000 shares of Company Common Stock 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, no bonds, debentures, notes or other indebtedness except (i) 1,009,126 shares of Preferred Stock issuable pursuant to the Company having Rights Agreement, (ii) 4,476,668 shares of Company Common Stock issuable upon exercise of Company Options, (iii) 426,811 shares of Company Common Stock issuable pursuant to the right Company's 1999 Employee Stock Purchase Plan and (iv) 95,846 shares of Company Common Stock issuable pursuant to vote (or convertible intothe 401(k) Plan, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote are issued or outstanding. Except and as set forth above, as of the date of disclosed in this AgreementSection 3.01(d), there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Company or any of its subsidiaries is a party or by which any of them it 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 subsidiaries, or giving any person a right to subscribe for or acquire, any securities of 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, conversion rightcommitment or agreement. After the Effective Time, redemption rightthe Surviving Corporation will have no obligation to issue, repurchase right, commitment, agreement, arrangement transfer or undertakingsell any securities of the Surviving Corporation pursuant to any. There are no outstanding contractual obligations The Board of Directors of the Company has taken all action 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 Parent and its subsidiaries (including Merger Sub) shall become an "Acquiring Person" and no "Share Acquisition Date" shall occur as a result of the execution, delivery and performance of this Agreement and the consummation 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 its subsidiaries to repurchase, redeem or otherwise acquire any shares the transactions contemplated hereby and (iii) each of capital stock Parent and Merger Sub will not be an Acquiring Person as a result of the Company or any transactions contemplated hereby (each of its subsidiaries. There are no outstanding contractual obligations of "Acquiring Person," "Share Acquisition Date" and "Distribution Date" as defined in the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsRights Agreement).

Capital Structure. The authorized capital stock of the Company RECO consists of 20,000,000 306 million shares of Company capital stock including (i) 270 million shares of RECO Common Stock and 2,000,000 Stock, (ii) 6 million shares of preferred stock, par value $.01 .10 per shareshare ("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 March 31December 23, 20031997, (i) 7,870,203 88,969,888 paired shares of the Company RECO Common Stock and no shares of preferred stock OPCO Common Stock were issued and outstanding, (ii) 1,637,783 no shares of the Company RECO Preferred Stock and no shares of OPCO Preferred Stock were issued and outstanding, (iii) no shares of RECO Series Stock and no shares of OPCO Series Stock were issued and outstanding, (iv) no shares of RECO Common Stock and no shares of OPCO Common Stock were held by the Company RECO or OPCO in its treasury and (iii) 400,000 their respective treasuries; provided, however, that, OPCO currently holds approximately 1.3 million shares of Series A Junior Participating Preferred RECO Common Stock, par value $.01 per share, (v) 5% of the Company (issued and outstanding shares of RECO Common Stock and 5% of the "Series A Junior Participating Preferred Stock") 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 connection with the rights RECO SEC Documents (collectively, the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common RECO Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual GrantsPlans"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan"vi) and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 3,350,746 shares of the Company RECO Common Stock and 3,350,746 shares of OPCO Common Stock were reserved for issuance under upon the Company Stock Plansconversion of RECO's outstanding convertible senior notes and convertible debentures described in Section 3.02(c) of the RECO Disclosure Schedule. Except At the close of business on the Representation Date, except as set forth above, at the close of business on March 31, 2003, 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 ("SARs") or rights (other than the Company employee stock options or other rights ("RECO Employee Stock Options") to purchase or receive RECO and OPCO Common Stock granted under the RECO Stock Plans) to receive shares of the Company RECO Common Stock on a deferred basis granted under the Company RECO Stock PlansPlans or otherwise. Schedule 4.01(cSection 3.02(c) of the Company RECO Disclosure Schedule sets forth a true complete and complete correct list, as of March 31the Representation Date, 2003except as set forth above, of all the Company Stock Options, the holders thereof, the number of shares Paired Shares subject to each such option, the grant dates and the exercise prices thereofRECO Employee Stock Options. All outstanding shares of capital stock of the Company RECO Companies are, and all shares which may be issued, including shares to be issued pursuant to the Company Stock Plans this Agreement, will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date close of this Agreementbusiness on the Representation Date, there were no bonds, debentures, notes or other indebtedness or securities of the Company RECO Companies having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders shareholders of the Company RECO and OPCO may vote are issued or outstandingvote. Except as set forth above, as of the date close of this Agreementbusiness on the Representation Date, there are were no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company RECO Companies or any of its subsidiaries their respective Subsidiaries is a party or by which any of them is bound obligating the Company RECO Companies or any of its subsidiaries 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 Company RECO Companies or of any of their respective Subsidiaries or obligating the RECO Companies or any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries their respective Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There are Except for agreements entered into with respect to the RECO Stock Plans and except as set forth above, as of the close 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 Company RECO Companies or any of its subsidiaries their respective Subsidiaries to issue, repurchase, redeem redeem, exchange or otherwise acquire acquire, or to register (under the federal or any state securities laws) for resale, any shares of capital stock of the Company RECO Companies or any of its subsidiariestheir respective Subsidiaries. There are As of the close of business on the Representation Date, there were no outstanding contractual obligations of the Company RECO Companies to vote or to dispose of any shares of the capital stock of any of its subsidiariestheir respective Subsidiaries. All outstanding shares of The Company Common Stock, all outstanding Company Stock Options 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 contractsmaintains a shareholder rights plan.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 45,000,000 shares of Company Common Stock Stock, and 2,000,000 6,000,000 shares of preferred stockPreferred Stock (the “Preferred Stock” and, par value $.01 per sharetogether with the Company Common Stock, the “Company Capital Stock”). At the close of business on March 31November 8, 20032019 (the “Capitalization Date”), (i) 7,870,203 35,012,030 shares of the Company Common Stock were issued and outstanding (of which 67,033 shares were subject to vesting restrictions pursuant to the Company Stock Plans); (ii) 2,668,786 shares of Company Common Stock were issued and held in treasury; (iii) no shares of preferred stock Preferred Stock were issued and outstanding, ; (iiiv) 1,637,783 1,529,189 shares of the Company Common Stock were held by the Company in its treasury reserved and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved available for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 Company Stock Plans; (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 v) 669,899 shares of the Company Common Stock were issuable upon exercise of outstanding Company Stock Options; (vi) 2,878,197 shares of Company Common Stock were subject to options or other purchase rights (the "outstanding Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), RSUs and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 706,065 shares of the 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 Planswere reserved for future issuance upon conversion of the Convertible Notes. Since the Capitalization Date, the Company has not issued any Company Stock Options, 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 March 31, 2003, 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 ("SARs") or other rights (to acquire from the Company, or any other than the Company Stock Options) to receive shares obligation of the Company Common Stock on a deferred basis granted under 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 Stock Plans. Schedule 4.01(cor (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 Disclosure Schedule sets forth a true and complete list, as or any part of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding 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 and the expiration date. (b) All outstanding shares of Company Common Stock are, and and, at the time of issuance, all such shares which 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 (iv) upon conversion of the Convertible Notes pursuant to the Indenture, will be, if and 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 preemptive which the Company is a party or bound. 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 or any Company Subsidiary have been made in accordance with applicable Law, the terms of the applicable Company Stock Plans and award agreements thereunder or the Company ESPP, as applicable, and any policy of the Company or Company Board (including any committee thereof) relating to the grant of such awards or rights. As Except for acquisitions, or deemed acquisitions, of Company Common Stock or other equity securities of the date Company in connection with (x) the payment of this Agreementthe exercise price of Company Stock Options 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, debentures, notes or other indebtedness 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 of the Company may vote are issued or outstanding(“Company Voting Debt”). Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase 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 None of the Company or any of its subsidiariesthe 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 giving any person a right to subscribe for or acquireother equity interests in, any securities of 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsCompany.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 150,000,000 shares of the Company Common Stock Stock, par value $0.001 per share and 2,000,000 10,000,000 shares of preferred stock, par value $.01 0.001 per shareshare (the “Company Preferred Stock”). At the close of business on March 31July 15, 2003, 2025 (the “Measurement Date”): (i) 7,870,203 44,171,194 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, ; (ii) 1,637,783 no shares of the Company Common Stock were held by the Company in its treasury and treasury; (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 9,964,518 shares of the Company Common Stock were subject to options or other purchase rights (the "outstanding Company Stock Options"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) granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 1,115,274 shares of the Company Common Stock were subject to outstanding Company Restricted Stock Units; (v) 16,059,599 shares of the Company Common Stock were reserved for issuance under pursuant to the Company Stock Plans, 9,702,424 of which were available for future issuance; (vi) 667,931 shares of the Company Common Stock were reserved for issuance pursuant to the Company ESPP, 506,565 of which were available for future issuance; and (vii) no shares of Company Preferred Stock were issued or outstanding. Except as set forth above, at the close of business on March 31, 2003the 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 ("SARs") 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 the issuance of the Company Common Stock upon the exercise of Company Stock OptionsOptions or vesting and settlement of Company Restricted Stock Units in accordance with their terms. (b) to receive All outstanding shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all such shares which that may be issued pursuant prior to the Company Stock Plans Effective Time will be, if and be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. . (c) As of the date of this AgreementAgreement Date, there are no bonds, debentures, notes or 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 stockholders holders of the Company Common Stock may vote are issued or outstanding. by virtue of their ownership thereof (“Voting Company Debt”). (d) Except as set forth abovein Section 4.02(a) of this Agreement and in Section 4.02(d) of the Company Disclosure Letter, as of the date of this AgreementMeasurement Date, there are no preemptive or other outstanding securities, options, warrants, callsconvertible or exchangeable securities, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements stock-based performance units or undertakings of any kind other rights or Contracts to which the Company or any of its subsidiaries is a party or by which any of them the Company is bound bound: (i) obligating the Company or any of its subsidiaries 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 of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Voting Company or any of its subsidiaries or Debt; (ii) obligating the Company or any of its subsidiaries to issue, grant, extend grant or enter into any such security, option, warrant, callsecurity, rightunit, conversion rightright or Contract; (iii) that give any Person the right to receive any economic or voting interest of a nature accruing to the holders of the Company Common Stock; or (iv) restricting the transfer of, redemption rightcontaining any right of first refusal or right of first offer with respect to, repurchase rightor requiring the registration for sale of any shares of, commitmentcapital stock of the Company. (e) As of the Measurement Date, agreement, arrangement or undertaking. There 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 options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of its subsidiaries. There are no outstanding contractual obligations capital stock of the Company, except for: (i) acquisitions of shares of the Company to vote or to dispose Common Stock in connection with the surrender of any shares of the capital stock Company Common Stock by holders of any Company Stock Options in order to pay the exercise price of its subsidiaries. All outstanding Company Stock Options; (ii) the withholding of shares of the Company Common StockStock 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 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 all outstanding shares of capital stock of each subsidiary Company Restricted Stock Units, as of the Measurement Date, indicating for each such Company have been issued and granted in compliance with Stock Option or Company Restricted Stock Unit: (i) all applicable securities laws and other applicable laws and 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 price. Each Company Stock Option and Company Restricted Stock Unit was granted or issued in all requirements set forth material respects in accordance with the terms of the applicable contractsCompany Stock Plan and all applicable Laws.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock and 2,000,000 Stock, of which 4,168,380 shares were outstanding as of preferred stock, par value $.01 per share. At the close of business on March 3122, 20032002, and 2,000,000 preferred shares, without par value, (the "Preferred Stock"), none of which were outstanding as of the close of business on March 22, 2002. 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) 7,870,203 500,000 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company 1990 Liqui-Box Corporation Stock Plans. Except Option Plan, as set forth aboveamended (the "1990 Plan"), at the close of business on March 31, 2003, no and (ii) 500,000 shares of capital stock or other voting securities of the Company were issued, Common Stock reserved for issuance or outstandingunder the Liqui-Box Shares Stock Option Plan, as amended (together with the 1990 Plan, the "Stock Plans"). There are no outstanding stock appreciation rights ("SARs") or rights (other than the Company Stock Options) Options to receive acquire 796,670 shares of the Company Common Stock on were outstanding as of March 22, 2002 (each, a deferred basis granted under the "Company Stock PlansOption"). Schedule 4.01(c6.1(b) of the Company Disclosure Schedule sets forth a true correct and complete list, list of each outstanding Company Option as of March 3122, 20032002, including the holder, date of all the Company Stock Optionsgrant, the holders thereof, the exercise price and number of shares of Common Stock subject to each such optionthereto. As of March 22, the grant dates and the exercise prices thereof. All outstanding 2002, there are no shares of capital stock of the Company areauthorized, and all shares 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 issued pursuant bound relating to the Company Stock Plans will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As issued or unissued capital stock or other securities of the date of this Agreement, no Company. The Company does not have outstanding any bonds, debentures, notes or other indebtedness obligations, the holders of the Company having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which stockholders with the shareholders of the Company may vote are issued or outstandingon any matter ("Voting Debt"). Except as set forth abovefor the Stock Plans, as 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 date of this AgreementCompany, there are no preemptive or other outstanding securitiesthe Surviving Corporation, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Parent or any of its subsidiaries is a party or by which their respective affiliates pursuant to any of them is bound obligating Compensation and Benefit Plan (as defined herein). Since January 31, 2002, the Company or any of its subsidiaries to issue, deliver or sell, or cause to be has not issued, delivered granted or sold, additional shares of capital stock or other voting securities of the Company or any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter entered into any such securityagreement relating to any subscription, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement right or undertaking. There are no outstanding contractual obligations 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 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. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsCompany.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 20,000,000 preferred shares of Company Common Stock and 2,000,000 shares of preferred stockbeneficial interest, par value $.01 0.01 per shareshare (the “Company Authorized Preferred”). At the close of business on March 31September 11, 20032006, (i) 7,870,203 shares of the Company Common Stock and no shares of preferred stock 21,123,733 Shares were issued and outstanding, including 76,100 Shares that are currently subject to restricted stock awards under the Company Stock Plans, (ii) 1,637,783 shares of the Company Common Stock no Shares were held by the Company in its treasury and treasury, (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") 680,766 Shares were reserved for issuance in connection with the rights (the "Rights") pursuant to outstanding options to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject Shares (options to options or other purchase rights (the "Company Common Shares being “Company Stock Options"”) granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Company’s Amended and Restated 1996 2002 Stock Option Incentive Plan (the "1996 or its predecessor 2002 Stock Option Incentive Plan") and the 2000 Employee Stock Share Purchase Plan (the "ESPP," together, and together with Individual Grantseach as amended, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "“Company Stock Plans"”). As , (iv) 2,100,000 Company Preferred Shares were issued and outstanding and 3,333,333 Company Common Shares were reserved for issuance upon conversion of March 31Company Preferred Shares, 2003, there (v) 1,492,853 Shares were 2,218,304 shares reserved for the grant of additional awards under the Company Common Stock Plans, (vi) 2,990,709 Shares were reserved for issuance under the Company’s Direct Stock Purchase and Dividend Reinvestment Plan, (vii) 339,458 Shares were reserved for issuance upon redemption of Company Stock PlansOP Units and (viii) 1,044,400 Shares were reserved for issuance under the Company’s Continuous Offering Program pursuant to the Company’s Registration Statement on Form S-3 (Registration No. Except as set forth above, at 333-125213). As of the close of business on March 31September 11, 20032006, except as set forth above or under the Company’s Deferred Compensation Plan, no shares of capital stock or other voting securities of the Company Shares were issued, reserved for issuance or outstanding, no Company Stock Options have been granted 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 (“Stock Equivalents”). Since September 11, 2006 and on or prior to the date of this Agreement, except for the exercise of any Company Stock Options referred to in clause (iii) above, the Company has not issued any Shares or made any grant of awards under the Company Stock Plans or the Company’s Deferred Compensation Plan or authorized or entered into any Contract to do any of the foregoing. There are no outstanding stock appreciation rights ("SARs") or rights (other than with respect to the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of the Company areCompany. Each outstanding Share is, and all shares each Share which may be issued pursuant to the Company Stock Plans will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As Other than the Company Common Shares and the Company Authorized Preferred, including the Company Preferred Shares, there are no other authorized classes of capital stock of the date of this AgreementCompany. Other than the Company Preferred Shares, 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 matters matter on which stockholders holders of the Company Common Shares may vote are issued or outstandingvote. Except as set forth aboveabove or in Section 3.3(a) of the Company Disclosure Letter, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them is bound obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital stock stock, Company Stock Options or other voting securities or Stock Equivalents of the Company or of any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries Subsidiaries (other than Company OP) or obligating the Company or any of its subsidiaries Company Subsidiary (other than Company OP) to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, other than as set forth in the Company OP Partnership Agreement, the Subsidiary Organizational Documents, the Declaration or Section 3.3(a) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interest of the Company or any Company Subsidiary. Other than the Support Agreements, the Subsidiary Organizational Documents or Section 3.3(a) of the Company Disclosure Letter, there are no outstanding agreements to which the Company, a Company Subsidiary or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its subsidiariesCompany Subsidiaries. (b) As of the date hereof, the issued and outstanding partnership interests of Company OP consist of 339,458 Company OP Units designated as common partnership units and 2,100,000 Company OP Units designated as 7.5% Series A cumulative convertible preferred limited partnership units. The Company is the sole general partner of Company OP and as of the date hereof holds Company OP Units representing 98.4184% of the outstanding Company OP Units. As of the close of business on September 11, 2006, except as set forth above, no Company OP Units were issued, reserved for issuance (other than in connection with the issuance of Shares by the Company as required by the Company OP Partnership Agreement) 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 Company OP Units. There are no outstanding contractual obligations stock appreciation or similar rights with respect to the Company OP Units. Each outstanding Company OP Unit is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, and any capital contributions required to be made by the holders thereof have been made. There are no outstanding bonds, debentures, notes or other indebtedness of Company OP having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the holders of Company OP Units may vote. Except as set forth above or in the Company OP Partnership Agreement, as of the Company to vote date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or to dispose undertakings of any shares of kind to which the capital stock of Company or any Company Subsidiary is a party or by which any of its subsidiaries. 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 Company OP Units or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. (c) All outstanding shares of dividends or distributions on the Company Common StockShares, all outstanding Company Stock Options Preferred Shares and all outstanding shares of capital stock of each subsidiary of the Company OP Units which have been issued authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and granted in compliance with (i) all applicable securities laws are not yet due and other applicable laws and (ii) all requirements set forth in applicable contractspayable).

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 shares 100,000,000 Shares, of Company Common Stock and 2,000,000 shares which 38,717,765 Shares were outstanding as of preferred stock, par value $.01 per share. At the close of business on March 312, 20032007, (i) 7,870,203 shares of the Company Common Stock and no 10,000,000 shares of preferred stock were issued and outstandingstock, (ii) 1,637,783 shares 500,000 of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the which are designated as "Series A Junior Participating Preferred Stock") were " and none of which are outstanding as of the date hereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Since March 2, 2007, the Company has not issued, sold, or disposed of any shares of the Company's capital stock or equity securities, other than upon the exercise of outstanding options under the Stock Plans. As of February 28, 2007, other than 2,970,525 Shares reserved for issuance in connection with under the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999Company's 1996 Stock Option Plan, as amended on December 14and restated as of June 30, 1999, 2005 (as so amended and as further amended on August 11from time to time, 2000 (the "Rights Agreement1996 Stock Plan"), between the Company and Equiserve Trust Company, N.A.2001 Stock Incentive Plan, as Rights Agent. As amended and restated as of March 31June 27, 20032002 (as so amended and as further amended from time to time, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company 2001 Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual GrantsPlan"), and under the Restated 1985 Incentive 1994 Non-Employee Director Stock Option Plan (the "1985 Director Stock Option Plan" and, together with the 1996 Stock Plan and the 2001 Stock Plan, the "Stock Plans"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual GrantsCompany has no Shares reserved for issuance. Since February 28, 2007, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, 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 the Company Stock Options) has not granted any options to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding acquire shares of capital stock of the Company are, and all shares which may be issued pursuant to under any of the Stock Plans. Section 5.1(b) of the Company Stock Plans will beDisclosure Schedule contains a correct and complete list of options, restricted stock, performance stock units, restricted stock units and any other equity or equity-based awards (including cash-settled awards), if and when issuedany, outstanding under the Stock Plans, including the holder, date of grant, term, number of Shares, the Stock Plan under which such award was granted and, where applicable, the exercise price. The outstanding shares of capital stock or other equity securities of each of the Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As owned by the Company or by a direct or indirect wholly owned Subsidiary of the date Company, free and clear of this Agreementany lien, no bondscharge, debenturespledge, notes security interest or other indebtedness of the Company having the right to vote encumbrance (or convertible intoeach, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote are issued or outstandinga "Lien"). Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securitiesrights, options, warrants, calls, conversion rights, conversion stock appreciation rights, redemption rights, repurchase rights, commitments, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which that obligate the Company or any of its subsidiaries is a party Subsidiaries to issue or by which sell 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 equity securities of the Company or any of its subsidiariesSubsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person Person a right to subscribe for or acquire, any equity securities of the Company or any of its subsidiaries Subsidiaries, or obligating obligations of the Company or any of its subsidiaries Subsidiaries to issuemake any payments directly or indirectly based (in whole or in part) on the price or value of the Shares or preferred shares, grantand no securities or obligations evidencing such rights are authorized, extend issued or enter outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. The Company does not have outstanding any bonds, debentures, notes or other obligations for borrowed money the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertakingof its Subsidiaries on any matter. There are no outstanding contractual obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of the Company or any of its subsidiariesSubsidiaries. There are no outstanding contractual obligations For purposes of this Agreement, a wholly owned Subsidiary of the Company to vote or to dispose of shall include any shares Subsidiary of the capital stock Company of any which all of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options and all outstanding the shares of capital stock of each subsidiary such Subsidiary other than director qualifying shares are owned by the Company (or a wholly owned 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 contractsCompany).

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 250,000,000 shares of Company Common Stock and 2,000,000 25,000,000 shares of preferred stock, par value $.01 1.00 per shareshare ("Company Preferred Stock" and, together with the Company Common Stock, the "Company Capital Stock"). At As of the close date of business on March 31, 2003this Agreement, (i) 7,870,203 42,795,963 shares of the Company Common Stock and no Stock, 361,001 shares of preferred stock Series A Company Preferred Stock (the "Series A Company Preferred Stock"), 644,540 shares of Series A-1 Company Preferred Stock (the "Series A-1 Company Preferred Stock"), and 184,153 shares of Series B Company Preferred Stock (the "Series B Company Preferred Stock") were issued and outstanding, (ii) 1,637,783 no shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 3,251,342 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights outstanding Company Stock Options (the "as defined in Section 6.04), 111,844 shares of Company Common Stock were subject to contracts to issue Company Stock Options", 48,797 shares of Company Common Stock were subject to outstanding Company RSUs (as defined in Section 6.04) granted and 1,596,814 additional shares of Company Common Stock were reserved for issuance pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"as defined in Section 6.04), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at as of the close date of business on March 31, 2003this Agreement, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are As of the date of this Agreement, there were outstanding no outstanding stock appreciation rights ("SARs") or rights (other than the Company Stock Options) Options to receive purchase shares of the Company Common Stock with exercise prices on a deferred per share basis granted under lower than $3.00 and the weighted average exercise price of all Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject Options was equal to each such option, the grant dates and $9.37 per share (without giving effect to any adjustment to the exercise prices thereofprice thereof required for the TM Distribution). All outstanding shares of capital stock of the Company Common Stock are, and all such shares which that may be issued pursuant prior to the Company Stock Plans Effective Time will be, if and 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 rights. As right, subscription right or any similar right under any provision of the date of this AgreementDGCL, no 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. 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 stockholders holders of the Company Common Stock may vote are issued or outstanding("Voting Company Debt"). Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding securities, not any options, warrants, calls, rights, conversion convertible or exchangeable securities, "phantom" stock rights, redemption stock appreciation rights, repurchase rightsstock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities 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 of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Company Subsidiary or any of its subsidiaries or Voting Company Debt, (ii) obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase rightsecurity, commitment, agreementContract, arrangement or undertakingundertaking 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 Common Stock. There are no not any outstanding contractual obligations of the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries. There are no outstanding contractual obligations Company Subsidiary. (b) Section 3.03(b) of the Company to vote or to dispose Disclosure Letter sets forth a true, complete and correct list of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options and all outstanding Company RSUs, the number of shares of capital stock Company Common Stock subject to each such Company Stock Option and Company RSU, the grant date, exercise price (as applicable), expiration date and vesting schedule of each subsidiary such Company Stock Option and Company RSU and the names of the holders of each Company Stock Option and Company RSU. All outstanding Company Stock Options and Company RSUs are evidenced by the Company Stock Option or Company RSU agreements set forth in Section 3.03(b) of the Company have been issued Disclosure Letter, and granted no Company Stock Option agreement or Company RSU agreement contains terms that are inconsistent with, or in compliance with addition to, the terms contained therein. (ic) all applicable securities laws All Company Stock Options and other applicable laws and (ii) all requirements set forth Company RSUs may, by their terms, be treated as provided for in applicable contractsSection 6.04.

Capital Structure. The (i) As of the date of this Agreement, the authorized capital stock of the Company consists of 20,000,000 120,000,000 Shares, of which 35,662,450 Shares are issued and outstanding and 4,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stockPreferred Stock, par value $.01 0.001 per shareshare (the "Preferred Shares"), of which none are outstanding. At the close of business on March 31, 2003, (i) 7,870,203 shares All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company Common Stock and has no shares of preferred stock were issued and outstandingShares or Preferred Shares subject to issuance, except (iiA) 1,637,783 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of 1,000,000 Preferred Shares, designated Series A Junior Participating Preferred Stock, par value $.01 per share, subject to issuance upon exercise of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Company Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14March 6, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 2002 (the "Company Rights Agreement"), between the Company and Equiserve EquiServe Trust Company, N.A.N. A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares (B) 5,208,333 Shares subject to issuance upon conversion of the Company Common Stock were subject to options or other purchase rights Company's 5.25% Convertible Subordinated Notes due September 1, 2008 (the "Company Stock OptionsConvertible Notes"), of which Convertible Notes with an aggregate principal face amount of $150,000,000 are issued and outstanding, (C) granted pursuant to 18,261,503 Shares reserved for issuance under the grants described Company's stock option or other equity-based compensation plans identified in Schedule 4.01(cSection 5.1(b)(i) of the Company Disclosure Schedule Letter (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plancollectively, the "Company Stock Option Plans"). As , of March 31, 2003, there were 2,218,304 shares which options to acquire not more than 6,876,252 Shares are outstanding as of the Company Common Stock date of this Agreement, and (D) 480,775 Shares reserved for issuance under the Company's 1995 Employee Stock Purchase Plan. Section 5.1(b) of the Company Disclosure Letter sets forth a correct and complete list of each outstanding option to purchase Shares under the Company Stock Plans, as hereinafter defined (each a "Company Option"), as of April 26, 2002, including the holder, date of grant, exercise price and number of Shares subject thereto. Except as set forth above, at the close of business on March 31, 2003, no All issued and outstanding 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 the Company Stock Options) to receive shares each of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. 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, if and when issued, Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance, other than immaterial liens which do not subject affect the Company's right, title and interest in and to such shares or securities. Except as set forth above or as disclosed in Section 5.1(b) of the Company Disclosure Letter or as specifically permitted by this Agreement or the Schedules hereto, there are no shares of capital stock of the Company authorized, issued or outstanding and except as set forth above, there are no preemptive rights nor any outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character to which the Company or any of its Subsidiaries is a party or may be bound relating to the issued or unissued capital stock or other securities of the Company or any of its Subsidiaries. Except for the Convertible Notes referred to above, neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any of its Subsidiaries on any matter ("Company Voting Debt"). Except for Shares (or options to purchase Shares) issued pursuant to the Company Stock Option Plans and Company's 1995 Employee Stock Purchase Plan (such plans and agreements collectively, the "Company Stock Plans"), at or after the Effective Time, neither the Surviving Corporation nor Parent nor their respective affiliates will have any current or future 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 5.1(h)(i)) of the Company. (ii) As of the date of this Agreement, no bondsthe authorized capital stock of Parent consists of 100,000,000 shares of Parent Common Stock, debenturesof which 23,191,931 shares are issued and outstanding, notes or other indebtedness and 1,000,000 shares of Preferred Stock, par value $0.01 per share (the "Parent Preferred Stock"), of which none are outstanding. All of the Company having the right outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no shares of Parent Common Stock or Parent Preferred Stock subject to vote issuance, except (or convertible intoA) 200,000 Preferred Shares, or exchangeable fordesignated Series A Participating Preferred Stock, securities having the right subject to vote) on any matters on which stockholders issuance upon exercise of the Company may vote rights (the "Parent Rights") issued pursuant to the Rights Agreement, dated as of August 9, 2001 (the "Parent Rights Agreement"), between Parent and Mellon Investor Services LLC, as Rights Agent, (B) 4,554,112 shares of Parent Common Stock reserved for issuance under Parent's 1992 Long-term Incentive Plan and certain individual stock option agreements identified in Section 5.1 (b)(ii) of the Parent Disclosure Letter (collectively, the "Parent Stock Option Plans"), of which options to acquire not more than 4,477,009 shares of Parent Common Stock are issued or outstanding. Except as set forth above, outstanding as of the date of this Agreement, and (C) 2,135,317 shares of Parent Common Stock reserved for issuance under Parent's 1999 Employee Stock Purchase Plan (Parent's 1999 Employee Stock Purchase Plan, and the Parent Stock Option Plans are collectively referred to as the "Parent Stock Plans"). Section 5.1(b) of the Parent Disclosure Letter sets forth a correct and complete list of each outstanding option to purchase Parent Common Stock under the Parent Stock Plans, as hereinafter defined (each a "Parent Option"), as of April 26, 2002, including the holder, date of grant, exercise price and number of shares of Parent Common Stock subject thereto. All issued and outstanding shares of capital stock or other securities of each of Parent's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance, other than immaterial liens which do not affect Parent's right, title and interest in and to such shares or securities. Except as set forth above or as disclosed in Section 5.1(b) of the Parent Disclosure Letter or as specifically permitted by this Agreement or the Schedules hereto, there are no shares of capital stock of Parent authorized, issued or outstanding and except as set forth above, there are no preemptive or other rights nor any outstanding securitiessubscriptions, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements convertible securities or undertakings other agreements or commitments of any kind character to which the Company Parent or any of its subsidiaries Subsidiaries is a party or by which any may be bound relating to the issued or unissued capital stock or other securities of them is bound obligating the Company Parent or any of its Subsidiaries. Neither Parent nor any of its subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent or any of its Subsidiaries on any matter ("Parent Voting Debt"). Except for shares of Parent Common Stock (or options to purchase shares of Parent Common Stock) issued pursuant to the Parent Stock Plans and except as otherwise contemplated by Section 6.2(c) of this Agreement, neither Parent nor any of its affiliates have any current or future obligation to issue, deliver transfer or sellsell any shares or securities of Parent or any of its respective affiliates pursuant to any Compensation and Benefit Plan (as defined in Section 5.1(h)(i)) of Parent. (iii) The authorized capital stock of Merger Sub consists of 1000 shares of common stock, or cause to be par value $0.01 per share ("Merger Sub Common Stock"), all of which are issued and outstanding. All of the outstanding shares of Merger Sub Common Stock are owned by Parent and have been duly authorized and are validly issued, delivered or sold, additional fully paid and nonassessable. There are (A) no other shares of capital stock or other voting securities of the Company or any of its subsidiariesMerger Sub, or giving any person a right to subscribe for or acquire, any (B) no securities of the Company Merger Sub convertible into 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, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any exchangeable for shares of capital stock or other voting securities of the Company Merger Sub, and (C) no options, warrants or any of its subsidiaries. There are other rights to acquire from Merger Sub, and no outstanding contractual obligations of the Company Merger Sub to vote issue, any capital stock, voting securities, or to dispose of any shares of the securities convertible into, or exchangeable for, capital stock or other voting securities of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsMerger Sub.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 30,000,000 shares of Company Common Stock Stock, 800,000 shares of Class A Preferred Stock, $1.00 par value, and 2,000,000 shares of preferred stockClass B Preferred Stock, $1.00 par value, of which (i) 333,333 shares have been designated as Class B Preferred Stock, Series 1987, $1.00 par value, (ii) 152,321 shares have been designated as Series C Preferred Stock, $1.00 par value, (iii) 100,000 shares have been designated as Series 1996 Preferred Stock, $1.00 par value, (iv) 100,000 shares have been designated as Series 1997 Preferred Stock, $1.00 par value $.01 per shareand (v) 4,000 shares have been designated as Series 1997-A Preferred Stock (collectively, the "COMPANY PREFERRED STOCK"). At the close of business on March 31April 8, 2003, (i) 7,870,203 9,304,159 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 193,850 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 no shares of Series A Junior Participating Company Preferred Stock, par value $.01 per share, of Stock were issued and outstanding or held in the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase Company's treasury. All issued and outstanding shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options"are duly authorized, validly issued and fully paid and nonassessable. SCHEDULE 4.01(C) granted pursuant to the grants described in Schedule 4.01(c) sets forth a complete and correct list, as of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, 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 the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31April 8, 2003, of all the Company Stock Options, plans pursuant to which Options have been granted and are outstanding (the holders thereof"COMPANY STOCK PLANS"), the number of shares of Company Common Stock subject to each such optionOptions and Warrants, the grant dates and the exercise prices thereof. 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, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, 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 are issued or outstanding. Except as set forth aboveon SCHEDULE 4.01(C), as of the date close of this Agreementbusiness on April 8, 2003, there are were no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements rights or undertakings of any kind agreements 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 deliver, 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 giving any person a right to subscribe for or acquire, any securities . As of the Company or any close of its subsidiaries or obligating the Company or any of its subsidiaries to issuebusiness on April 8, grant2003, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There are 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. There are no outstanding contractual obligations The Company has made available to Purchaser a complete and correct copy of the Rights Agreement dated as of August 1, 1995, as amended to date (the "COMPANY RIGHTS AGREEMENT"), between the Company and the rights agent thereunder relating to vote or rights to dispose of any shares of purchase Company Common Stock (the capital stock of any of its subsidiaries"COMPANY RIGHTS"). All outstanding shares of Company Common Stock, all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary of are duly included for trading on 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 contractsNasdaq SmallCap Market.

Capital Structure. (i) The authorized capital stock of the Company consists of 20,000,000 140,000,000 shares of Company Common Stock and 2,000,000 10,000,000 shares of preferred stock, par value $.01 1.00 per shareshare (the “Company Preferred Stock”). At the close of business on March October 31, 20032014, (i) 7,870,203 (A) 56,705,062 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, outstanding (ii) 1,637,783 which number includes 1,381,368 shares of Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, the “Company Restricted Stock”)) and (B) 25,866,310 shares of Company Common Stock were held by the Company in its treasury and treasury, (iiiii) 400,000 2,602,026 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to outstanding options or other purchase rights (the "“Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"”), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan"iii) and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 24,376 shares of the Company Common Stock reserved for issuance under were issuable upon settlement or vesting of outstanding Company restricted stock units (the “Company RSUs”), (iv) 32,356 shares of Company 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 Stock Plansin its treasury. Except as set forth above, at the close of business on March October 31, 20032014, 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 ("SARs") or rights (other voting securities of the Company, other than the Company Stock Options) to receive issuances of shares of the Company Common Stock on a deferred basis granted under 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 Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete listoptions, as of March 31warrants, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject other rights to each such option, the grant dates and the exercise prices thereof. All outstanding 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 which that may be issued pursuant prior to the Company Stock Plans Effective Time will be, if and be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As No Subsidiary of the date Company owns any shares of this Agreement, capital stock of the Company. There are no bonds, debentures, notes or other indebtedness of the Company having 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 stockholders holders of the Company Common Stock may vote are issued or outstanding(“Voting Company Debt”). Except for any obligations pursuant to this Agreement or as otherwise set forth above, as of the date of this AgreementOctober 31, 2014 there are no preemptive or other outstanding securities, options, warrants, callsrights (including preemptive, rightsconversion, conversion rightsstock appreciation, redemption rights, or repurchase rights), commitmentsconvertible or exchangeable securities, agreementsstock-based performance units, arrangements Contracts or undertakings of any kind to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound (1) obligating the Company or any of its subsidiaries such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting 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 of its subsidiariessuch Subsidiary to issue, grant or giving enter into any such option, warrant, right, security, unit, Contract or undertaking or (3) that give any person a the right to subscribe for or acquire, acquire any securities of the Company or any of its subsidiaries Subsidiaries, or obligating 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 to issueSubsidiaries. As of the date of this Agreement, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There there are no outstanding contractual obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, other than pursuant to the Company Stock Plans, or options, warrants or other rights to acquire shares of capital stock of the Company or any of its subsidiaries. There are no outstanding contractual obligations such Subsidiary other than as described above. (ii) Section 3.01(c)(ii) of the Company to vote or to dispose Disclosure Letter sets forth a correct and complete listing of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Restricted Stock, Company RSUs, Company Deferred Stock Units and Company Stock Options as of October 31, 2014, setting forth the holder’s participant identification number, grant date and all outstanding shares of capital stock of vesting schedule with respect to each subsidiary of award, and the exercise price with respect to each 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 contractsStock Option.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 200,000,000 shares of Company Common Stock and 2,000,000 5,000,000 shares of preferred stock, par value $.01 1.00 per shareshare (the “Company Preferred Stock”). At the close of business on March 31February 24, 20032011, (i) 7,870,203 126,462,665 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 no shares of the Company Preferred Stock were issued and outstanding, (iii) 1,458,248 shares of Company Common Stock were held by reserved for issuance pursuant to the terms of outstanding awards granted pursuant to the Company in its treasury and Plans, (iiiiv) 400,000 3,815,976 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of Company Common Stock are available for grant under the Company Plans, (the "Series A Junior Participating Preferred Stock"v) 2,673,641 shares of Company Common Stock were reserved for issuance in connection with the rights upon redemption of Class A Partnership Units of NHP/PMB (the "Rights"“Class A Units”), (vi) to purchase 345,639 shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Company’s Dividend Reinvestment and Stock Plans. Except as set forth abovePurchase Plan, at the close of business on March 31, 2003, no and (vii) 1,322,200 shares of capital stock or other voting securities of the Company Common Stock were issued, reserved for issuance or outstandingunder the Company’s at-the-market equity offering program. There are no All issued and outstanding stock appreciation rights ("SARs") or rights (other than the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. 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, if and when issued, are duly authorized, validly issued, fully paid and nonassessable non-assessable, and not subject no class of capital stock is entitled to preemptive rights. As of the date of this Agreement, 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 matters matter on which stockholders holders of shares of Company Common Stock may vote. Section 4.3(a) of the Company Disclosure Letter sets forth a complete and correct list, as of the date of this Agreement, of the total number of 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 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 period 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. There 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 vote be issued upon exercise of outstanding options or exchange rights are issued or outstandingduly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth abovein 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 preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them is bound bound, obligating the Company or any of its subsidiaries Company Subsidiary to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital Company Common Stock, shares of Company Preferred Stock or other equity securities or phantom stock or other voting securities 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 its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries Subsidiaries or obligating the Company or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, right of first refusal, arrangement or undertaking. There 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 of its subsidiaries 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 its subsidiaries. There are no outstanding contractual obligations of the Company to vote Subsidiaries. (d) All dividends or to dispose of any shares of distributions on the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Preferred Stock Options and all outstanding shares Class A Units and any material dividends or distributions on any securities of capital stock of each subsidiary of the any Company Subsidiary which have been issued authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and granted in compliance with (i) all applicable securities laws are not yet due and other applicable laws and (ii) all requirements set forth in applicable contractspayable).

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 300,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, no par value $.01 per share(the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”), of which 125,000 shares have been designated as Series A Junior Participating Preferred Stock (the “Company Series A Preferred Stock”). At the close of business on March 31July 8, 20032008, (i) 7,870,203 112,663,180 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, of which 1,712,546 were Company Restricted Shares and 483,563 shares were held by an employee stock ownership plan trust under the Company’s Savings and Investment Plan, Plan No. 020, (ii) 1,637,783 no shares of the Company Preferred Stock were issued or outstanding, (iii) 47,236,293 shares of Company Common Stock were held by the Company in its treasury and treasury, (iiiiv) 400,000 8,954,274 shares of Series A Junior Participating Preferred Stock, par value $.01 per shareCompany Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, of the which 3,880,914 shares were subject to issuance in payment of outstanding Company Stock Options and 151,905 shares were subject to issuance in payment of outstanding Company RSUs, (the "Series A Junior Participating Preferred Stock"v) 6,604,214 shares of Company Common Stock were reserved for issuance in connection with the rights (the "Rights") upon exercise of warrants to purchase shares of Series A Junior Participating Preferred Stock, Company Common Stock (the “Warrants”) issued pursuant to the Rights Warrant Agreement, dated as of April 14July 27, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A.The Chase Manhattan Bank, as Rights Agent. As of March 31warrant agent (the “Warrant Agreement”), 2003, collectively, 1,638,294 and (vi) 148,732 shares of the Company Common Stock were subject to options or other purchase rights reserved for issuance upon conversion of the Company’s 8% Convertible Subordinated Debentures due 2010 (the "Company Stock Options"“Convertible Debentures”) granted issued pursuant to the grants described in Schedule 4.01(c) Indenture, dated as of August 15, 1985, between the Company Disclosure Schedule and Bankers Trust Company, as trustee, (the "Individual Grants"“Convertible Debentures Indenture”), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth abovein this Section 3.03(a), at the close of business on March 31July 8, 20032008, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There After July 8, 2008, there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than the issuance of Company Common Stock upon the exercise of Company Stock Options or pursuant to Company RSUs, in each case outstanding at the close of business on July 8, 2008 and in accordance with their terms on July 8, 2008, or upon the exercise of the Warrants or the conversion of the Convertible Debentures, in each case in accordance with their terms on July 8, 2008. Except as set forth in Section 3.03 of the Company Disclosure Letter, there are no outstanding stock appreciation appreciation, “phantom” stock, profit participation or dividend equivalent rights ("SARs") or similar rights (other than with respect to the Company Stock Optionsor any Company Subsidiary. (b) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of the Company Capital Stock are, and all such shares which that may be issued upon the exercise of Company Stock Options or Warrants, pursuant to the Company Stock Plans RSUs or upon conversion of Convertible Debentures will be, if and 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 rights. As right, subscription right or any similar right under any provision of the date of this AgreementDGCL, no the Company Charter, the Company Bylaws or any Contract to which the Company is a party or otherwise bound. Except for the Convertible Debentures, 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 stockholders holders of Company Common Stock may vote (“Voting Company Debt”). Except for the Company Stock Options, the Company RSUs, the Warrants and the Convertible Debentures, there are not issued, reserved for issuance or outstanding (x) any securities of the Company may vote are issued convertible into or outstanding. Except as set forth above, as exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the date of this Agreement, there are no preemptive Company or other outstanding securities, options, (y) any warrants, calls, rightsoptions or other rights to acquire from the Company or any Company Subsidiary or Affiliate, conversion rightsor any obligation of the Company or any Company Subsidiary or Affiliate to issue any capital stock, redemption rightsvoting securities, repurchase rightsequity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company. Except for the Company Stock Options, commitmentsthe Company RSUs, agreementsthe Warrants and the Convertible Debentures, arrangements or undertakings there are not any outstanding obligations of any kind to which the Company or any of its subsidiaries is a party the Company Subsidiaries or by which Affiliates to repurchase, redeem or otherwise acquire any capital stock of them is bound obligating the Company or any securities referred to in clauses (x) or (y) of its subsidiaries the immediately preceding sentence or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of any capital stock of the Company or other any such securities. Neither the Company nor any of the Company Subsidiaries or Affiliates is a party to any voting agreement with respect to the voting of any capital stock of the Company or any such securities. Except under the Company Benefit Plans and except for the Company Stock Options, the Company RSUs, the Warrants and the Convertible Debentures, there are no outstanding (1) securities of the Company or any of its subsidiariesthe Company Subsidiaries or Affiliates convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Company Subsidiary, (2) warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or giving any person a right to subscribe for or acquire, any securities obligation of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries Subsidiary to issue, grantany capital stock, extend voting securities, equity interests or enter securities convertible into or exchangeable or exercisable for capital stock or voting securities of any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement Company Subsidiary or undertaking. There are no outstanding contractual (3) obligations of the Company or any of its subsidiaries the Company Subsidiaries or Affiliates to repurchase, redeem or otherwise acquire any shares securities of capital stock any Company Subsidiary or to issue, deliver or sell, or cause to be issued, delivered or sold, any securities of any Company Subsidiary. The Warrant Agreement and the Convertible Debentures Indenture have not been amended or supplemented from adoption through the date of this Agreement. The Company has delivered to Parent a complete and correct copy of the Company or any of its subsidiaries. There are no outstanding contractual obligations of Warrant Agreement and the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractsConvertible Debentures Indenture.

Capital Structure. (a) The authorized shares of capital stock of the Company consists Seller consist of 20,000,000 shares of Company Common Stock and 2,000,000 60,000,000 shares of preferred stock, $0.01 par value $.01 per share, of which 2,737,000 shares are issued and outstanding as of the date hereof and are designated as Series 1997-A Convertible Preferred Shares (the "Seller Preferred Shares"), 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 March 31, 2003date hereof, (i) 7,870,203 shares of the Company 3,300,000 Seller Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock Shares have been reserved for issuance under the Company Amended and Restated Stock PlansOption Plan of Seller (the "Seller Plan"), under which options in respect of 1,534,300 Seller Common Shares have been granted and are outstanding as of the date hereof, (ii) 9,982,255 Seller Common Shares are reserved for issuance upon conversion of Seller OP Units, (iii) 5,680,917 Seller Common Shares are reserved for issuance upon conversion of the Seller Preferred Shares and (iv) no Seller Preferred Shares or Seller Common Shares are held in the Seller's treasury. (b) Set forth in Section 2.3 of the 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 March 31, 2003Seller Disclosure Letter, no shares of capital stock of Seller were outstanding or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights issuance. ("SARs"c) or rights (other than the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. 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, if and when issued, Seller are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, There are no bonds, debentures, notes or other indebtedness of the Company 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 stockholders shareholders of the Company Seller may vote are issued or outstanding. Except as set forth above, as of the date of this Agreement, there vote. (d) There are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Seller or any of its subsidiaries Seller Subsidiary is a party or by which any of them such entity is bound bound, obligating the Company Seller or any of its subsidiaries Seller Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or other voting securities ownership interests of the Company Seller or any of its subsidiaries, Seller Subsidiary or giving any person a right to subscribe for or acquire, any securities of the Company obligating Seller or any of its subsidiaries or obligating the Company or any of its subsidiaries Seller Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertakingundertaking (other than to Seller or a Seller Subsidiary). There are no outstanding contractual obligations of the Company Seller or any of its subsidiaries Seller Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company Seller or shares of stock or other ownership interests of any of its subsidiaries. There are no outstanding contractual obligations Seller Subsidiary. (e) As of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stockdate hereof, all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary of the Company have been 46,376,824 Seller OP Units are validly issued and granted in compliance with (i) all outstanding, fully paid and nonassessable except to the extent provided by applicable securities laws law, of which 36,414,986 are owned by Seller and other applicable laws and (ii) all requirements set forth in applicable contracts.312,605 are owned by Berkshire Apartments, Inc.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 1,150,000,000 shares of Company Common Stock Stock, 144,118,820 shares of Class B Common Stock, $.01 par value ("Company Class B Common Stock") and 2,000,000 50,000,000 shares of preferred stock, par value $.01 per share. At the close of business on March 31, 2003, (i) 7,870,203 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "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 August 31, 2000: (i) 728,916,299 shares of Company Common Stock were issued and outstanding; (ii) 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; (v) no shares of Company Preferred Stock were issued and outstanding and 734,500 shares of Company A Preferred Stock were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as ; (vi) no shares of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between Company Preferred Stock were held by the Company and Equiserve Trust in its treasury or were held by any subsidiary of the Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 ; (vii) 100,000,000 shares of the Company Common Stock were subject reserved for issuance pursuant to options or other purchase rights the Company's Incentive Compensation Plan (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended of which 25,231,589 shares are subject to outstanding employee and Restated 1996 Stock Option Plan non-employee director stock options (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock PlansOptions"). As of March 31, 2003, there were 2,218,304 shares of the restricted Company Common Stock reserved for issuance or other rights to purchase or receive Company Common Stock granted under the Company Stock Plans. Except Plan (collectively with Company Stock Options, "Company Awards"); and (viii) other than as set forth above, at the close of business on March 31, 2003, no other shares of capital stock Company Authorized Preferred Stock have been designated 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 the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares thereof which may be issued pursuant to the Company Stock Plans will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, 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 are issued or outstanding. Except as set forth abovein this Section 3.1(c) and except for changes since August 31, as 2000 resulting from the issuance of shares of Company Common Stock 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 date Company, (B) any securities of this Agreement, there are no preemptive the Company or any Company subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other outstanding securitiesownership interests of the Company, options, or (C) any warrants, calls, rightsoptions or, conversion rightsexcept for commitments entered into in connection with the $515,500,000 aggregate principal amount Redeemable Hybrid Income Overnight Shares due October 16, redemption rights2002 ("RHINOs"), repurchase rights, commitments, agreements, arrangements or undertakings of any kind other rights to which acquire from the Company or any Company subsidiary, or any obligation of its subsidiaries is a party or by which any of them is bound obligating 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 its subsidiaries 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, additional shares of capital stock or other voting 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 its subsidiariescapital 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 giving any person a right to subscribe for or acquire, any securities obligation of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries subsidiary to issue, grantany capital stock, extend voting securities or enter other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any such securitycapital stock, optionvoting securities or other ownership interests in, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement any Company subsidiary or undertaking. There are no outstanding contractual (C) obligations of the Company or any of its subsidiaries Company subsidiary to repurchase, redeem or otherwise acquire any shares such outstanding securities of capital stock 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 Company or any of its subsidiaries. There are no outstanding contractual obligations of type referred to in the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options 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 contractstwo preceding sentences.

Capital Structure. The authorized capital stock of the Company consists of 20,000,000 30,000,000 shares of Company Common Stock Stock, 800,000 shares of Class A Preferred Stock, $1.00 par value, and 2,000,000 shares of preferred stockClass B Preferred Stock, $1.00 par value, of which (i) 333,333 shares have been designated as Class B Preferred Stock, Series 1987, $1.00 par value, (ii) 152,321 shares have been designated as Series C Preferred Stock, $1.00 par value, (iii) 100,000 shares have been designated as Series 1996 Preferred Stock, $1.00 par value, (iv) 100,000 shares have been designated as Series 1997 Preferred Stock, $1.00 par value $.01 per shareand (v) 4,000 shares have been designated as Series 1997-A Preferred Stock (collectively, the "Company Preferred Stock"). At the close of business on March 31April 8, 2003, (i) 7,870,203 9,304,159 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, (ii) 1,637,783 193,850 shares of the Company Common Stock were held by the Company in its treasury and (iii) 400,000 no shares of Series A Junior Participating Company Preferred StockStock were issued and outstanding or held in the Company's treasury. All issued and outstanding shares of Company Common Stock are duly authorized, par value $.01 per sharevalidly issued and fully paid and nonassessable. Schedule 4.01(c) sets forth a complete and correct list, as of the close of business on April 8, 2003, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued plans pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, which Options have been granted and as further amended on August 11, 2000 are outstanding (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. Except as set forth above, at the close of business on March 31, 2003, 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 the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares of Company Common Stock subject to each such optionOptions and Warrants, the grant dates and the exercise prices thereof. 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, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, 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 are issued or outstanding. Except as set forth aboveon Schedule 4.01(c), as of the date close of this Agreementbusiness on April 8, 2003, there are were no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements rights or undertakings of any kind agreements 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 deliver, 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 giving any person a right to subscribe for or acquire, any securities . As of the Company or any close of its subsidiaries or obligating the Company or any of its subsidiaries to issuebusiness on April 8, grant2003, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There are 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. There are no outstanding contractual obligations The Company has made available to Purchaser a complete and correct copy of the Rights Agreement dated as of August 1, 1995, as amended to date (the "Company Rights Agreement"), between the Company and the rights agent thereunder relating to vote or rights to dispose of any shares of purchase Company Common Stock (the capital stock of any of its subsidiaries"Company Rights"). All outstanding shares of Company Common Stock, all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary of are duly included for trading on 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 contractsNasdaq SmallCap Market.

Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 45,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock1,000,000 Preferred Shares, par value $.01 .001 per shareshare (the "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 March 31May 3, 20032001, (i) 7,870,203 33,461,004 shares of the Company Common Stock and no shares of preferred stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 1,637,783 4,999 shares of the Company Common Stock were held by the Company in its treasury and treasury, (iii) 400,000 2,302,073 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") Common Stock were reserved for issuance in connection with the rights (the "Rights") pursuant to outstanding options to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under the Restated 1985 Incentive Company's 2000 Stock Option 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 (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the Plains Petroleum Company 1985 Stock Option Plan for Non-Employee Directors (together, and the 1996 Stock Option Planeach as amended, the "Company Stock Plans")) and (iv) no shares of Company Preferred Stock were issued and outstanding. As of March 31the date of this Agreement, 2003except 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, there were 2,218,304 shares 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 Common Stock reserved for issuance under and BankBoston, N.A., as Rights Agent (the "Company Stock Plans. Except Rights Agent") or (ii) as set forth above, at the close of business on March 31, 2003, no shares of capital stock or other voting securities of the Company Shares were issued, reserved for issuance or outstandingoutstanding 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 ("Stock Equivalents"). There are no outstanding stock appreciation rights ("SARs") or rights (other than with respect to the Company Stock Options) to receive shares of the Company Common Stock on a deferred basis granted under the Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All outstanding shares of capital stock of the Company areCompany. Each outstanding Share is, and all shares each Share which may be issued pursuant to the Company Stock Plans will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, 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 matters matter on which the Company's stockholders of the Company may vote are issued or outstandingvote. Except as set forth aboveabove or in Item 4.3 of the Company Letter, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries Significant Subsidiaries to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital stock or other voting securities or Stock Equivalents of the Company or of any of its subsidiaries, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its subsidiaries Significant Subsidiaries or obligating the Company or any of its subsidiaries Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations rights, commitments, agreements, or undertakings of any kind obligating the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the Company or any of its subsidiaries. There are no outstanding contractual obligations Subsidiaries or any securities of the type described in the two immediately preceding sentences. (b) The Company has delivered or made available to Parent complete and correct copies of the Company to vote or to dispose Stock Plans and all forms of any shares Company Stock Options. Item 4.3 of the capital stock Company Letter sets forth a complete and accurate list of any all Company Stock Options outstanding as of its subsidiaries. All outstanding shares the date of Company Common Stock, all this Agreement and the exercise price of each outstanding Company Stock Options 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 contractsOption.