Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. (a) As of February 28the Capitalization Date, 1998, Parent's the authorized capital stock consisted of Parent consists of 1,200,000,000 shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 40,000,000 615,472,741 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares Parent Common Stock were issued and outstanding, (bii) 1,166,100 396,788,418 shares of Parent Common Stock were issued and held by Parent in treasury its treasury, (which does not include the iii) no shares reserved for issuance as set forth in clause of Parent Preferred Stock were issued and outstanding, (i)(civ) below) and (c) 1,622,935 58,657,458 shares of Parent Common Stock were reserved for issuance upon issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the exercise or conversion number of optionsshares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, warrants or convertible except for securities granted issued or issuable by Parentpursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase no shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of have been reserved for issuance. (c) Neither Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or nor any of its subsidiaries of Subsidiaries have any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally (or convert into or exercise for securities having the right to vote) with holders the equityholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securities.

Capitalization of Parent. As Prior to the Closing, Parent shall have one share of February 28common stock issued and outstanding. At the Closing, 1998the Rollover Shares and the Parent Capitalization will be contributed to the Parent in exchange for all shares of Parent Company Stock to be outstanding immediately following the Closing, Parent's authorized capital stock consisted except for one share of Parent Common Stock. Upon the Closing, (i) 40,000,000 the shares of common stock, $1.25 par value per share stock of which Parent (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Common Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to Capitalization and the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to MacArthur Contribution shall be the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any only shares of capital stock of ParentParent that will be issued and outstanding and (ii) a minimum of 500,000 shares of Parent Common Stock shall be issued and outstanding. Except pursuant to the Stockholders Agreement, a stock option plan or similar plan to be adopted by the board of directors of Parent substantially containing the terms set forth in Exhibit F-1 attached hereto (the "Stock Option Plan"), the stockholders agreement to be entered into by each of the Executives substantially in the form of Exhibit E hereto (the "Executive Stockholders Agreement") or any other stockholders agreement to be entered into by any Person (other than the Executives and MacArthur) acquiring shares of Parent has no obligation Common Stock as part of the Parent Capitalization (all of such agreements, collectively, the "Other Management Stockholders Agreement"), Parent will not as of the Closing Date have any kind outstanding commitments to issue or sell any additional securities or to pay for securities Equity Securities. As of Parent or any predecessor. Parent has no the Closing, the Rollover Shares, as a percentage of the issued and outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders shares of Parent Common Stock, shall equal the percentage obtained by dividing the (i) MacArthur Contribution Amount by (ii) the sum of the Parent Capitalization Shares and the MacArthur Contribution Amount. There are no outstanding obligations, written or otherwise, of Parent to repurchase, redeem or otherwise acquire any Equity Securities held by any stockholder of Parent, except under the Stockholders Agreement, any Contracts to be entered into pursuant to the Stock Option Plan, the Other Management Stockholders Agreement and the Executive Stockholders Agreement. Except for the Stockholders Agreement, any Contracts to be entered into pursuant to the Stock Option Plan, the Other Management Stockholders Agreement and the Executive Stockholders Agreement, Parent is not a party to any voting trust or other Contract with respect to voting, redemption, sale, transfer or other disposition of its Equity Securities.

Capitalization of Parent. As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 Parent has an authorized capitalization consisting of (x) 95,000,000 shares of common stock, of which as of December 31, 2007, 34,572,614 shares are designated Preferred Stockissued and outstanding, Cumulative Junior Participating Series C ("2,027,503 shares of Parent Series C Preferred Stock") and Common Stock are reserved for issuance and 2,174,828 shares are held in accordance with the Rights Agreement dated as of March 4Parent’s treasury, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights"y) to purchase 5,000,000 shares of Parent Series C Preferred Stockpreferred stock, par value $.01 per share, of which no shares are issued and outstanding. Each All such outstanding share shares of common stock of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, have been duly authorized and validly issued, are fully paid and nonassessablenonassessable and were not issued in violation of, and no outstanding share of Parent capital stock has beenany preemptive rights. Except as described above, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation common stock of any preemptive Parent are authorized, issued, outstanding or similar rightsreserved for issuance. As of the date hereof, other than Except as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in on Section 3.3 to 5.4(a) of the Parent Disclosure ScheduleLetter, there are no outstanding subscriptions, or authorized options, warrants, putsrights, callssubscriptions, claims of any character, agreements, understandingsobligations, claims convertible or exchangeable securities, or other commitments commitments, contingent or rights of any type otherwise, relating to the issuancecapital stock of, sale or transfer by other equity or voting interest in, Parent, pursuant to which Parent or any of its subsidiaries of any securities of ParentSubsidiaries is or may become obligated to issue, nor are there outstanding any securities which are convertible into deliver or exchangeable for any shares of capital sell or cause to be issued, delivered or sold, common stock of Parent, and Parent has no obligation any other equity of any kind to issue any additional securities or to pay for securities of other voting interest in, Parent or any predecessorsecurities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interest in, Parent. There is no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, Parent. Neither Parent nor any of its Subsidiaries has no any authorized or outstanding bonds, debentures, notes or other similar obligations Indebtedness the holders of which have the right to vote generally (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with holders the stockholders of Parent Common Stockon any matter. There are no Contracts to which Parent or any of its Subsidiaries is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interest in, Parent or any other Person or (ii) vote or dispose of any shares of capital stock of, or other equity or voting interest in, Parent. There are no irrevocable proxies and no voting agreements with respect to any membership interests of, or other equity or voting interest in, Parent.

Capitalization of Parent. As of February 28, 1998, Parent's (a) The authorized capital stock consisted of (i) 40,000,000 the PARENT consists of the classes of securities, and the number of shares of common stockeach such class authorized, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, and the outstanding Common Stock Warrants (band their respective (a) 1,166,100 shares were All of the issued and held in treasury (which does not include outstanding shares of capital stock of the PARENT ------ have been duly authorized and validly issued, are fully paid and non-assessable and were validly offered, issued, sold, and delivered by. Upon consummation of the Merger, the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of PARENT Common Stock to be issued in connection exchange for TARGET Capital Stock in accordance with the Merger this Agreement will be, when so issued, duly authorized and authorized, validly issued, fully paid and nonassessable, . PARENT has no liability (or potential liability) to any Person for any dividends that have been declared or accrued and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than remain unpaid. (b) Except as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure ScheduleSchedule 4.2(b), there are no outstanding subscriptions--------------- rights, optionsoptions or warrants to acquire capital stock of PARENT, warrantsor convertible securities convertible or exchangeable into Capital Stock of PARENT (sometimes herein collectively referred to as "Common Stock Warrants") as of December 31, puts2003. No Common Stock Warrants have been, callsor will be issued by PARENT after December 31, 2003 without the consent of TARGET. (c) Except as set forth in Schedule 4.2(c), (i) there are no ---------------- outstanding or existing proxies, voting agreements, understandingsvoting trusts, claims preemptive rights, rights of first refusal, rights of first offer, rights of co-sale or tag-along rights, stockholder agreements to which PARENT is a party or other commitments rights, understandings or rights arrangements regarding the voting or disposition of the capital stock of PARENT to which PARENT is a party or any type relating other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of PARENT's outstanding stock or other securities or to the issuance, sale or transfer by Parent or any conversion of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, PARENT in the Merger pursuant to any agreement or obligation to which PARENT or any of its stockholders is a party; and Parent (ii) PARENT has no obligation of not granted or agreed to grant to any kind person or entity any rights (including piggyback registration rights) to issue have any additional securities or to pay for capital securities of Parent PARENT, including, without limitation, any Common Stock Warrants or any predecessor. Parent has securities underlying the same, registered with under the Securities Act or any other Law. (d) Except as set forth in Schedule 4.2(d), no outstanding bondsCommon Stock Warrants of --------------- PARENT (i) are subject to acceleration or automatic vesting as a result of the occurrence of the Merger, debentures, notes or other similar obligations (ii) contain any provision accelerating the holders vesting of which have the right to vote generally with holders exercise, exchange or convert the same upon a merger or consolidation involving PARENT, an issuance or sale of Parent Common PARENT Capital Stock, any sale of all or substantially all of PARENT's assets or any business combination or similar transactions involving or causing a change of control of PARENT. (e) Except as set forth on Schedule 4.2(e), PARENT owns all of the --------------- issued and outstanding capital stock of its Subsidiaries, free and clear of all Liens. (f) The authorized capital stock of Acquisition Corp. consists of the classes of securities, and the number of shares of each such class authorized, issued and outstanding, as are set forth on Schedule 4.2(f). All of the issued --------------- and outstanding shares of capital stock of Acquisition Corp. have been duly authorized and validly issued, are fully paid and non-assessable.

Capitalization of Parent. As of February 28, 1998, Parent's (a) The authorized capital stock consisted of (i) 40,000,000 Parent consists of 20,000,000 shares of common stockCommon Stock, $1.25 par value $0.0001 per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 1,000,000 shares of preferred stock, $.05 par value $0.0001 per share ("share. As of the Closing, the authorized capital stock of Parent Preferred will consist of 50,000,000 shares of Common Stock"), none 100,000 shares of which are outstanding or designated except as provided in the next sentenceClass A Stock, and 1,000,000 shares of “blank check”, undesignated preferred stock. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock"i) and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all 8,188,800 shares of Common Stock to be issued in connection with Stock, (ii) 9,426,300 warrants (the Merger will be“Warrants”), duly authorized (iii) 6,626,300 units (the “Units”) and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and (iv) no shares of Common Stock to be preferred stock were issued in connection with the Merger will be issued in violation of any preemptive or similar rightsand outstanding. As of the date hereof, options to purchase 376,300 shares of Common Stock and 376,300 warrants (convertible into 376,300 shares of Common Stock), in the aggregate, were issued and outstanding (collectively, the “Option Securities”). Except as set forth above, no shares of capital stock or other voting securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Parent Organizational Documents or any contract to which Parent is a party. To the knowledge of Parent, none of the outstanding securities of the Parent has been issued in violation of any foreign, federal or state securities Laws. (b) None of the Warrants issued and outstanding, other than the 2,800,000 common stock purchase warrant issued to Camden Learning, LLC as part of a private placement immediately after the Parent’s IPO (the “Camden Warrant”), has a cashless exercise feature, and each of the Warrants, other than the Camden Warrant, has an exercise price of $5.50. Upon exercise of any of the Warrants, other than the Camden Warrant, the cash paid for the exercise price will be paid directly to the Parent. By way of example, if 1,815,950 Warrants are exercised after the Closing, the Parent will receive aggregate proceeds from such exercise in the amount of $9,987,725.00. (c) Except for the Warrants and Option Securities, and other than the conversion rights set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure ScheduleProspectus, there are no (i) outstanding subscriptions, options, warrants, puts, calls, agreementsconvertible securities, understandingspreemptive or similar rights, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding (ii) bonds, debentures, notes or other similar indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, contracts or commitments of any character, relating to the issued or unissued Common Stock or obligating Parent or Merger Sub to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or Common Stock or securities convertible into or exchangeable for such shares, or obligating the Parent or Merger Sub to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such Common Stock. Other than the conversion rights set forth in the Prospectus, there are no outstanding obligations the holders of which have the right to vote generally with holders of Parent or Merger Sub to repurchase, redeem or otherwise acquire any shares of Common Stock of Parent or Merger Sub. (d) There are no stockholders or members agreements, voting trusts or other agreements or understandings to which Parent or Merger Sub is a party with respect to the voting of any equity interest or the capital stock or equity interests of Parent or any Merger Sub. (e) No Indebtedness of the Parent or Merger Sub contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Parent or Merger Sub or (iii) the ability of Parent or Merger Sub to grant any Encumbrance on its properties or assets. (f) Since the date of Parent’s formation, other than a stock dividend of 0.3888888 which was effective as of November 20, 2007, neither Parent nor Merger Sub has declared or paid any distribution or dividend in respect of the Common Stock.

Capitalization of Parent. As of February 28, 1998, Parent's (i) The authorized capital stock consisted of (i) 40,000,000 Parent consists of 1,000,000,000 shares of common stockParent Common Stock, $1.25 par value per share of which (a) 23,607,047 49,865,461 shares of Parent Common Stock were issued outstanding as of the close of business on November 2, 2012 and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 150,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock")$0.01, none of Parent, of which are no shares were outstanding or designated except as provided in the next sentence. As of the date hereofclose of business on November 2, 400,000 2012. All of the outstanding shares are designated Preferred Stock, Cumulative Junior Participating Series C ("of Parent Series C Preferred Stock") Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Other than 2,394,644 shares of Parent Common Stock reserved for issuance in accordance with the Rights Agreement dated as of March 4under Parent’s employee or director benefit plans, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase no shares of Parent Series C Preferred StockCommon Stock reserved for issuance. Each outstanding share All shares of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, when issued in accordance with the terms hereof, duly authorized and validly issued, fully paid and nonassessablenonassessable and free and clear of any Liens, and no outstanding share of Parent capital stock has been, and no shares of Common Stock not subject to be issued in connection with the Merger will be issued in violation of any preemptive rights or similar rights. As of any restrictions on resale under the date hereofSecurities Act, other than restrictions imposed by Rules 144 and 145 under the Securities Act. (ii) Except as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedulestated above, there are no preemptive or other outstanding subscriptionsrights, options, warrants, putsconversion rights, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, agreements, understandings, claims or other commitments or rights of any type relating kind that obligate Parent to the issuance, sale issue or transfer by sell any shares of capital stock or other securities of Parent or any of its subsidiaries of securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent, nor and no securities or obligations evidencing such rights are there authorized, issued or outstanding. Parent does not have outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations that give the holders of which have thereof the right to vote generally (or convertible into or exercisable or exchangeable for securities having the right to vote) with holders the stockholders of Parent Common Stockon any matter. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or Merger Sub is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other voting securities or equity interests of Parent or Merger Sub.

Capitalization of Parent. As of February 28, 1998, (a) The Parent's ’s authorized capital stock consisted consists of 102,000,000 shares of capital stock, of which: (i) 40,000,000 100,000,000 shares are designated as Parent Common Stock, of common stockwhich, $1.25 as of March 31, 2011, 54,644,401 shares were issued, 44,019,862 shares were outstanding and 10,650,847 were held by Parent as treasury shares; and (ii) 2,000,000 shares are designated as Series Preferred Stock, par value $5.00 per share share, of which (a) 23,607,047 which, as of March 31, 2011, no shares were issued and outstanding, (b) 1,166,100 shares were . All issued and held in treasury (which does not include the outstanding shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, (x) have been duly authorized and validly issued, (y) are fully paid and nonassessablenon-assessable and free of preemptive rights and Encumbrances and (z) were issued in material compliance with all applicable federal and state securities laws and in material compliance with all requirements binding on Parent set forth in applicable Contracts. From the close of business on March 31, and 2011 to the date of this Agreement, there have been no outstanding share issuances by Parent of shares of capital stock or voting securities, or other equity interests in, Parent other than (i) the issuance of Parent capital stock has beenShares upon the exercise of outstanding options to purchase Parent Shares or (ii) otherwise pursuant to incentive plans, and no shares of Common Stock employee benefits plans or other plans or Contracts disclosed in the Parent SEC Documents. (b) On June 30, 2010 there were outstanding options to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than purchase 820,655 Parent Shares. (c) Except (i) as set forth in the Parent SEC Documents, pursuant to (ii) for any of the following which may occur as a result of the consummation of the transactions contemplated by this Agreement or (iii) for any of the following that have been issued, awarded or granted in the ordinary course of business under an incentive plan, employee benefits plan or other plan or Contract disclosed in the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure ScheduleSEC Documents since March 31, 2011, there are no (A) outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims convertible or exchangeable securities or other commitments pursuant to which Parent is or rights of any type relating may become obligated to the issuanceissue, sale sell, transfer, purchase, return or transfer by Parent or any of its subsidiaries of redeem any securities of Parent, nor are there outstanding any (B) securities which are convertible into or exchangeable of Parent reserved for issuance for any shares purpose, (C) agreements pursuant to which registration rights in the securities of Parent have been granted, (D) statutory preemptive rights or contractual rights of first refusal to which Parent is a party with respect to the capital stock, (E) stock appreciation rights, phantom stock or similar plans or rights pursuant to which Parent has any obligations, (F) voting trusts, proxies, or similar agreements to which Parent is a party with respect to the capital stock of Parent or (G) to the Knowledge of Parent, and Parent has no obligation limitations on voting rights (other than those described in clause (G) above) with respect to shares of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common StockParent.

Capitalization of Parent. As of February 28, 1998, Parent's (a) The authorized capital stock consisted of (i) 40,000,000 Parent consists of 150,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued Parent Common Stock and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 1,000,000 shares of preferred stock, $.05 par value $0.0001 per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentenceshare. As of the date hereofhereof and immediately prior to the Closing, 400,000 (i) 56,250,000 shares of Parent Common Stock either issued alone or as part of a Unit, (ii) 63,100,000 warrants (the “Warrants”) either issued alone or as part of Unit, (iii) 45,000,000 units, each comprised of one (1) share of Parent Common Stock and one (1) Warrant (the “Units”), and (iv) no shares of preferred stock are designated Preferred Stockor will be issued and outstanding, Cumulative Junior Participating Series C ("without giving effect to any change in the number of issued and outstanding Warrants resulting from the Warrant Redemption or any change in the number of issued and outstanding shares of Parent Series C Preferred Stock") and Common Stock or Warrants resulting from Parent repurchase, redemption, restructure, exchange or conversion of Parent Common Stock and/or Warrants. Except as set forth above, no shares of capital stock or other voting securities of Parent are issued, reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase or outstanding. All outstanding shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will beare duly authorized, duly authorized and validly issued, fully paid and nonassessable, nonassessable and no outstanding share of Parent capital stock has been, and no shares of Common Stock not subject to be issued in connection with the Merger will be or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar rights. As right under any provision of the date hereofDGCL, the Parent Organizational Documents or any contract to which Parent is a party. To the knowledge of Parent, none of the outstanding securities of Parent has been issued in violation of any foreign, federal or state securities Laws. (b) None of the Warrants issued and outstanding, other than the 15,600,000 common stock purchase warrants purchased by the Sponsor as part of a private placement immediately after Parent’s IPO (the “URI Warrants”), has a cashless exercise feature, and, except for the 2,500,000 warrants granted to the Sponsor to purchase Parent Common Stock at an exercise price of $12.50 per share (“Sponsor Warrants”), each of the Warrants has an exercise price of $7.00 per share. Upon exercise of any of the Warrants, other than the URI Warrants, the cash paid for the exercise price will be paid directly to Parent. (c) Except for the Warrants, and other than the redemption rights set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or Prospectus (as defined in Section 3.3 to the Parent Disclosure Schedule8.1) and except as set forth herein, there are no (i) outstanding subscriptions, options, warrants, puts, calls, agreementsconvertible securities, understandingspreemptive or similar rights, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding (ii) bonds, debentures, notes or other similar indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, contracts or commitments of any character, relating to the issued or unissued Parent Common Stock or obligating Parent or Merger Sub to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or Parent Common Stock or securities convertible into or exchangeable for such shares, or obligating Parent or Merger Sub to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such Parent Common Stock. Other than as contemplated by this Agreement and the redemption rights set forth in the Prospectus, there are no outstanding obligations of Parent or Merger Sub to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or Warrants of Parent or Merger Sub. (d) There are no stockholders or members agreements, voting trusts or other agreements or understandings to which the holders Sponsor, Parent or Merger Sub is a party with respect to the voting of any equity interest or the capital stock or equity interests of Parent or any Merger Sub. (e) No Indebtedness of Parent or Merger Sub contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Parent or Merger Sub or (iii) the ability of Parent or Merger Sub to grant any Encumbrance on its properties or assets. (f) Since the date of Parent’s formation, other than a stock dividend of 2.3-for-one which have was effective as of November 30, 2007, neither Parent nor Merger Sub has declared or paid any distribution or dividend in respect of the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstandingThe authorized share capital of Parent consists of an unlimited number of Ordinary Shares, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of optionsno par value, warrants or convertible securities granted or issuable by Parent1,000,000 Class A Preferred Shares, no par value, 1,000,000 Class B preferred shares, no par value, 1,000,000 Class C preferred shares, no par value, 1,000,000 Class D preferred shares, no par value, and (ii) 10,000,000 shares of 1,000,000 Class E preferred stockshares, $.05 no par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentencevalue. As of the date hereof, 400,000 (i) 2,869,375 Ordinary Shares, (ii) 4,295,500 warrants to purchase 4,295,500 Ordinary Shares (the “Warrants”), and (iii) no preferred shares are designated Preferred Stockissued and outstanding. As of the date hereof, Cumulative Junior Participating Series C options to purchase 88,000 units ("Parent Series C Preferred Stock"the “Units”) (each consisting of one Ordinary Share and one warrant to purchase one Ordinary Share, for a total of 88,000 Ordinary Shares and warrants to purchase 88,000 Ordinary Shares), issued to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, representative of the underwriters (the “Underwriter”) of the Parent’s initial public offering consummated on December 15, 2010 (the “IPO”), are reserved for issuance in accordance with issued and outstanding (collectively, the Rights Agreement dated as “Option Securities”). There are 573,875 Ordinary Shares and 2,000,000 Warrants held of March 4record by Parent’s founder and sponsor, 1991FWAC Holdings. Additionally, there are 50,000 Ordinary Shares and 50,000 Warrants held by and between Parent and Chas▇ ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇reholder Services▇▇▇▇▇▇, L.L.C.Parent’s Chairman of the Board. All outstanding Ordinary Shares are duly authorized, as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, nonassessable and no outstanding share of Parent capital stock has been, and no shares of Common Stock not subject to be issued in connection with the Merger will be or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar rights. As right under any provision of the date hereofBritish Virgin Islands Companies Act”, other than as set forth the Parent Organizational Documents or any contract to which Parent is a party. None of the outstanding securities of the Parent has been issued in violation of any foreign, federal or state securities Laws. (b) All of the Warrants issued and outstanding have a cashless exercise feature, subject to certain provisions, and each of the Warrants has an exercise price of $11.00. Upon exercise of any of the Warrants, the cash paid for the exercise price will be paid directly to the Parent. By way of example, if 4,295,500 Warrants are exercised after the Closing, the Parent will receive aggregate proceeds from such exercise in the Parent SEC Documentsamount of $47,250,500. The options to purchase 88,000 Units have an exercise price of $12.50 per Unit, pursuant to while each warrant which underlies the Parent Rights Agreement or in Section 3.3 to Unit has an exercise price of $11.00. (c) Except for the Parent Disclosure ScheduleWarrants and Option Securities, there are no (i) outstanding subscriptions, options, warrants, puts, calls, agreementsconvertible securities, understandingspreemptive or similar rights, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding (ii) bonds, debentures, notes or other similar indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, contracts or commitments of any character, relating to the issued or unissued Ordinary Shares or obligating Parent or Merger Sub to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or Ordinary Shares or securities convertible into or exchangeable for such shares, or obligating the Parent or Merger Sub to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such Ordinary Shares. Other than the Tender Offer, there are no outstanding obligations the holders of which have the right to vote generally with holders of Parent Common Stockor Merger Sub to repurchase, redeem or otherwise acquire any Ordinary Shares of Parent or any common stock or other equity interest of Merger Sub or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any entity. (d) There are no shareholders or members agreements, voting trusts or other agreements or understandings to which Parent or Merger Sub is a party with respect to the voting of any equity interest or the capital stock or equity interests of Parent or any Merger Sub other than as listed in Section 4.2(d) of Parent Disclosure Schedule. (e) No Indebtedness of the Parent or Merger Sub contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Parent or Merger Sub or (iii) the ability of Parent or Merger Sub to grant any Encumbrance on its properties or assets. (f) Since the date of Parent’s formation, and except as contemplated by this Agreement, Parent has not declared or paid any distribution or dividend in respect of the Ordinary Shares and has not repurchased, redeemed or otherwise acquired any Ordinary Shares, and Parent’s Board has not authorized any of the foregoing.

Capitalization of Parent. As of February 28, 1998, Parent's (a) The authorized capital stock consisted of Parent consists of (i) 40,000,000 300,000,000 shares of common stock, $1.25 par value $0.01 per share (the “Parent Common Stock”) and (ii) 25,000,000 shares of which preferred stock, par value $0.01 per share (a“Parent Preferred Stock”). As of the date of this Agreement, (i) 23,607,047 29,493,769 shares were of Parent Common Stock are issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 no shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which Common Stock are outstanding or designated except as provided held in the next sentencetreasury of Parent. As of the date hereof, 400,000 no shares of Parent Preferred Stock are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") issued and are reserved for issuance in accordance with the Rights Agreement dated as outstanding. All outstanding shares of March 4, 1991, by and between capital stock of Parent and Chas▇ all shares of Parent Common Stock to be issued to the Sellers pursuant to this Agreement have been duly authorized. All outstanding shares of capital stock of Parent have been, and, upon issuance, all shares of Parent Common Stock to be issued to the Sellers pursuant to this Agreement will be, validly issued and fully paid and nonassessable, and free of preemptive or similar rights under any provision of the ▇▇▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent Islands Business Corporations Act ("“MIBCA”) and the articles of incorporation or bylaws of Parent Rights Agreement"), pursuant or any agreement to which Parent has issued rights is a party or otherwise bound. ("b) No antidilution or similar adjustments with respect to any Parent Rights") to purchase shares Securities will occur or be required as a result of the issuance and sale of the Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued the Sellers pursuant to this Agreement. Assuming the accuracy of the representations and warranties set forth in connection with Section 5.26, the Merger will be, duly authorized offer and validly issued, fully paid and nonassessable, and no outstanding share sale of the Parent capital stock has been, and no shares of Common Stock to the Sellers pursuant to this Agreement shall be issued qualified or exempt from the registration requirements of the 1933 Act and the registration and/or qualification requirements of all applicable state securities Laws. (c) There is no outstanding Indebtedness of Parent 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 of Parent may vote. (d) Except as set forth in connection with Section 6.6(d-1) of the Merger will be issued in violation of any preemptive or similar rights. As Parent Disclosure Letter, as of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no issued, reserved for issuance or outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any (i) shares of capital stock of or other voting securities of or ownership interests in Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for (ii) securities of Parent convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of or ownership interests in Parent, (iii) warrants, calls, options or other rights to acquire from Parent, or other obligation of Parent to issue, any capital stock or other voting securities or ownership interests in or any predecessorsecurities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in Parent, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of Parent (the items in clauses (i) through (iv) being referred to collectively as the “Parent Securities”). Parent has There are no outstanding bondsobligations of Parent to repurchase, debenturesredeem or otherwise acquire any of the Parent Securities. Except for the Oaktree Stockholders Agreement and the ▇▇▇▇▇▇ Stockholders Agreement, notes Parent is not a party to any voting agreements, voting trusts, proxies or other similar obligations agreements or understandings with respect to the holders voting of which have the right to vote generally with holders any shares of Parent Common StockStock or other Parent Securities. Except as may be required by applicable securities Laws and regulations and other than Parent’s third amended and restated articles of incorporation and second amended and restated bylaws currently in effect, Parent is not bound by any obligations or commitments of any character restricting the transfer of, or, except as set forth in Section 6.6(d-2) of the Parent Disclosure Letter, requiring the registration for sale of, any shares of Parent Common Stock or other Parent Securities.

Capitalization of Parent. As (a) On the Closing Date, immediately before the consummation of February 28the Merger, 1998, Parent's Parent shall be authorized capital stock consisted of to issue: (i) 40,000,000 50,000,000 shares of common Common Stock, of which not more than 1,562,500 shares of Common Stock shall be issued and outstanding; and (ii) 15,000,000 shares of “blank check” preferred stock, $1.25 par value per share of which (a) 23,607,047 no shares were shall be issued and outstanding, and of which 10,000,000 shares shall be designated as the Series A Convertible Preferred Stock pursuant to Articles of Amendment to the Articles of Incorporation of Parent substantially in the form of Exhibit C attached hereto are to be submitted for filing with the Florida Department of State immediately prior to the Closing. Immediately following the Merger but prior to the closing of the Private Placement, the Shen Kun Shareholders will own 92.9% of the total combined voting power of all classes of capital stock of Parent entitled to vote on a fully diluted basis. (b) 1,166,100 shares were issued The 1 for 2 reverse stock split of the Common Stock described in the Current Report Form 8-K filed with the SEC on April 14, 2008 was validly authorized by Parent’s Board of Directors and/or shareholders as required under the laws of the State of Florida and held complied with all applicable Law. To the best of Parent’s knowledge, there are presently no claims from any current or former shareholders of the Parent in treasury (which does not include relation to the shares reserved for issuance as set forth in clause (i)(c) below) and said reverse stock split. (c) 1,622,935 shares were reserved for The issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance Merger Shares will be in accordance with the Rights Agreement dated as provisions of March 4, 1991, by this Agreement. On the Closing Date all of the issued and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock and all of the Merger Shares to be issued in connection with the Merger pursuant to this Agreement will be, have been duly authorized and validly issued, fully paid and nonassessablenon-assessable, will have been issued in compliance with all applicable Laws, and no outstanding share will have been issued free of Parent capital stock has been, and no shares preemptive rights of Common Stock any security holder. Except with respect to securities to be issued in connection with pursuant to the Merger will be issued in violation of any preemptive or similar rights. As Securities Purchase Agreement and as set forth on Schedule 3.3(c) attached hereto, as of the date hereofof this Agreement there are, and as of the Closing Date there will be, no outstanding or authorized options, warrants, agreements, commitments, conversion rights, preemptive rights or other than rights to subscribe for, purchase or otherwise acquire or receive any shares of Parent’s capital stock, nor are there or will there be any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to Parent or any Common Stock, or any voting trusts, proxies or other agreements or understandings with respect to the voting of Parent’s capital stock as set forth in of the Parent SEC Documents, Closing Date. Except with respect to securities to be issued pursuant to the Parent Rights Securities Purchase Agreement or in Section 3.3 to and the Parent Disclosure ScheduleMerger Shares, there are no outstanding subscriptionsregistration rights, optionsand there is no voting trust, warrantsproxy, putsrights plan, calls, agreements, understandings, claims anti-takeover plan or other commitments agreement or rights understanding to which Parent is a party or by which it is bound with respect to any equity security of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities class of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. As of February 28, 1998, Parent's (a) The authorized capital stock consisted of Parent consists of 149,000,000 common shares (the “ Parent Common Stock ”). At the date of this Agreement, (i) 40,000,000 22,107,520 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were Parent Common Stock are issued and outstanding, (bii) 1,166,100 3,750,000 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were of Parent Common Stock are reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), including pursuant to which Parent has issued rights ("Parent Rights") to Parent’s stock option and stock purchase shares of Parent Series C Preferred Stockplans. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, is duly authorized and validly issued, fully paid and nonassessable, nonassessable and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be not been issued in violation of any preemptive or similar rights. The issuance and sale of all of the shares of Parent Common Stock described in this Section 3.6 have been in compliance in all material respects with applicable federal and state securities laws. (b) As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Scheduleclause (a) above, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale sale, repurchase or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of ParentParent Common Stock, and Parent has no obligation of any kind to issue any additional securities or to pay for or repurchase any securities of Parent or any predecessor. . (c) The shares of Parent has no outstanding bondsCommon Stock to be issued at the Effective Time have been duly authorized and will, debenturesat the Effective Time, notes be fully paid and nonassessable and issued in reliance on exceptions from the registration and qualification requirements of federal and state securities laws. (d) The transactions contemplated by this Agreement, including without limitation, the issuance of Parent Common Stock and the ownership of the Parent Common Stock by the Stockholders, will not create any obligation by Parent to sell or otherwise issue any shares of Parent Common Stock or any other securities, or otherwise cause the application of, any control share acquisition, shareholder approval requirement (other than the Parent Stockholder Approval), poison pill (including any distribution under a rights agreement) or other similar obligations anti-takeover provision under the holders Parent Articles or the laws of which the state of its incorporation or other applicable law. (e) Prior to Closing Date, Parent Common Stock shall have the right been reverse split 1:20 so as to vote generally provide this transaction with holders between 8,000,000 and 12,000,000 shares of Parent Common StockStock for consideration.

Capitalization of Parent. As of February 28, 1998, Parent's (a) The authorized capital stock consisted of Parent consists of 149,000,000 common shares (the "Parent Common Stock"). At the date of this Agreement, (i) 40,000,000 22,107,520 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were Parent Common Stock are issued and outstanding, (bii) 1,166,100 3,750,000 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were of Parent Common Stock are reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), including pursuant to which Parent has issued rights ("Parent Rights") to Parent's stock option and stock purchase shares of Parent Series C Preferred Stockplans. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, is duly authorized and validly issued, fully paid and nonassessable, nonassessable and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be not been issued in violation of any preemptive or similar rights. The issuance and sale of all of the shares of Parent Common Stock described in this Section 3.6 have been in compliance in all material respects with applicable federal and state securities laws. (b) As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Scheduleclause (a) above, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale sale, repurchase or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of ParentParent Common Stock, and Parent has no obligation of any kind to issue any additional securities or to pay for or repurchase any securities of Parent or any predecessor. . (c) The shares of Parent has no outstanding bondsCommon Stock to be issued at the Effective Time have been duly authorized and will, debenturesat the Effective Time, notes be fully paid and nonassessable and issued in reliance on exceptions from the registration and qualification requirements of federal and state securities laws. (d) The transactions contemplated by this Agreement, including without limitation, the issuance of Parent Common Stock and the ownership of the Parent Common Stock by the Stockholders, will not create any obligation by Parent to sell or otherwise issue any shares of Parent Common Stock or any other securities, or otherwise cause the application of, any control share acquisition, shareholder approval requirement (other than the Parent Stockholder Approval), poison pill (including any distribution under a rights agreement) or other similar obligations anti-takeover provision under the holders Parent Articles or the laws of which the state of its incorporation or other applicable law. (e) Prior to Closing Date, Parent Common Stock shall have the right been reverse split 1:20 so as to vote generally provide this transaction with holders between 8,000,000 and 12,000,000 shares of Parent Common StockStock for consideration.

Capitalization of Parent. (a) As of February 28the date hereof, 1998, Parent's the authorized capital stock consisted of Parent consists of 111,000,000 shares, including (i) 40,000,000 100,000,000 shares of common stockParent Class A Common Stock, $1.25 par value per share of which (aA) 23,607,047 6,238,146 shares were are issued and outstandingoutstanding as of the date hereof, (bB) 1,166,100 250,000 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were are reserved for issuance upon the exercise or conversion of options250,000 shares of Parent Class B Common Stock pursuant to the Non-Redemption Agreements, warrants or convertible securities granted or issuable by Parent(C) 8,000,000 shares are reserved for issuance upon exercise of the Parent Private Warrants and (D) 11,500,000 shares are reserved for issuance upon exercise of the Parent Public Warrants, and (ii) 10,000,000 shares of Parent Class B Common Stock, 250,000 shares of which are issued and outstanding as of the date hereof, and (iii) 1,000,000 shares of “blank check” preferred stock, $.05 par value $0.0001 per share share, of which no shares are issued and outstanding as of the date hereof ("Parent Preferred Stock"(i), none (ii), and (iii) collectively, the “Parent Securities”). The foregoing represents all of the issued and outstanding Parent Securities as of the date hereof. All issued and outstanding Parent Securities (A) have been duly authorized and validly issued and are fully paid and non-assessable; (B) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (I) Parent’s Governing Documents, and (II) any other applicable Contracts governing the issuance of such securities; and (C) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, Parent’s Governing Documents or any Contract to which are outstanding Parent is a party or designated except as provided otherwise bound. None of the equity securities of Parent were issued in the next sentence. violation of applicable securities Laws. (b) As of the date hereof, 400,000 (i) the Sponsor is the record holder of (A) 5,500,000 shares are designated Preferred of Parent Class A Common Stock, Cumulative Junior Participating Series C ("B) Parent Series C Preferred Private Warrants to acquire 11,600,000 shares of Parent Class A Common Stock and (C) 250,000 shares of Parent Class B Common Stock", and (ii) and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇. ▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("is the record holder of Parent Rights Agreement"), pursuant Private Warrants to which Parent has issued rights ("Parent Rights") to purchase acquire 400,000 shares of Parent Series C Preferred Class A Common Stock. Each Except as set forth above, neither the Sponsor nor any of its Affiliates holds any Parent Securities. (c) Except for Parent’s Governing Documents and this Agreement, there are no outstanding share Contracts of Parent capital to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in this Section 5.6 or as contemplated by this Agreement or the Ancillary Agreements”, Parent has not granted any outstanding options, stock isappreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Securities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Parent Securities or the value of which is determined by reference to the Parent Securities, and all there are no Contracts of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of its Parent Securities. (d) The shares of Parent Post-Merger Common Stock to be issued in connection with comprising the Merger will be, Share Consideration are duly authorized and validly issued, fully paid and nonassessablenon-assessable and were issued in compliance in all material respects with all applicable state and Federal Securities Laws and not subject to, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be not issued in violation of, any Lien, purchase option, call option, right of first refusal, pre-emptive right, subscription right or any preemptive or similar rights. As right under any provision of the date hereofapplicable Law, other than as set forth in the Parent SEC Parent’s Governing Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities Contract to which are convertible into Parent is a party or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stockotherwise bound.

Capitalization of Parent. (a) As of February 28the date hereof, 1998, Parent's the authorized share capital stock consisted of Parent consists of (i) 40,000,000 100,000,000 shares of common stockClass A Common Stock, $1.25 par value per share of which (a) 23,607,047 22,640,000 shares were are issued and outstandingoutstanding as of the date of this Agreement), (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of Class B Common Stock, of which 5,500,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 1,000,000 preferred stock, $.05 shares (“Parent Preferred Shares”) of par value per share $0.0001 each, of which no shares are issued and outstanding as of the date of this Agreement ("Parent Preferred Stock"(i), none (ii) and (iii) collectively, the “Parent Securities”). All Parent Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Parent Organizational Documents and (2) any other applicable contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been 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 any applicable Law, Parent’s Organizational Documents or any Contract to which are outstanding Parent is a party or designated except as provided in the next sentence. otherwise bound. (b) As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") 265,000 warrants to purchase shares of Parent Series C Preferred StockCommon Stock outstanding (the “Parent Warrants”). Each outstanding share of The Parent capital stock isWarrants are, and all shares of Common Stock after giving effect to be issued in connection with the Initial Merger will be, exercisable for one share of Parent Common Stock at an exercise price of $11.50 per share. No Parent Warrants are exercisable until the Closing. All outstanding Parent Warrants (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Parent Organizational Documents and (2) any other applicable contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been 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 any applicable Law, Parent’s Organizational Documents or any Contract to which Parent is a party or otherwise bound. (c) Except for the Parent Warrants, and as set forth in this Section 4.08, or as contemplated by this Agreement or the other documents contemplated hereby, Parent has not granted any outstanding options, stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Securities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Parent Securities or the value of which is determined by reference to the Parent Securities, and there are no Contracts of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of its Parent Securities. (d) The Share Consideration, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and nonassessablenon-assessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any preemptive or similar rights. As right under any provision of the date hereofapplicable Law, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent Organizational Documents or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities Contract to which are convertible into Parent is a party or exchangeable for any shares of capital stock of Parent, and otherwise bound. (e) Parent has no obligation of Subsidiaries apart from Merger Sub 1 and Merger Sub 2, and does not own, directly or indirectly, any kind to issue equity interests or other interests or investments (whether equity or debt) in any additional securities Person, whether incorporated or to pay for securities of Parent or any predecessorunincorporated. Parent has no outstanding bondsis not party to any Contract that obligates Parent to invest money in, debentures, notes loan money to or make any capital contribution to any other similar obligations the holders of which have the right to vote generally with holders of Parent Common StockPerson.

Capitalization of Parent. As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("The Parent Preferred Stock"), none of which are outstanding or designated except as provided in Stock and the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock Warrants to be issued in connection with the Merger will bewill, when issued and delivered to the respective shareholders of Yazam as a result of the Merger and pursuant to the terms of this Agreement and the Merger Filings, be duly authorized and authorized, validly issued, non-assessable and, upon receipt of consideration therefore, fully paid and nonassessable, and no outstanding share paid. The shares of Parent capital stock has been, and no shares of Common Stock to be issued as a result of the conversion of the Parent Preferred Stock and upon the exercise of such Parent Warrants will be, when issued and delivered to the respective shareholders of Yazam pursuant to the terms of such preferred stock and warrants, duly authorized, validly issued, non-assessable, and fully paid; provided, however, as of the date hereof a sufficient number of such shares shall not have been, and as of the Effective Time, a sufficient number of such shares may not be, authorized and reserved for issuance. Subject to any required approval by the Securities and Exchange Commission, the Parent shall use its best efforts to authorize and issue, as soon as practicable after the Closing Date but in any event prior to June 1, 2001, such additional number of shares of Parent Common Stock as necessary for the conversion of the Parent Preferred Stock and the exercise of the Parent Warrants issued in connection with the Merger. In the event that the authorization of such addition shares of the Parent Common Stock does not occur prior to June 1, 2001, the shareholders of Yazam who receive shares of Parent Preferred Stock pursuant to the Merger will may require the Parent after such date to repurchase their shares of Parent Preferred Stock for a price per share of the average price of Parent Common Stock as reported on the "Over the Counter Market" ("OTC BB"), or such other applicable nationally recognized market quotation system, for the 20 trading days prior to the requested date of such repurchase multiplied by 1,000; provided, however, such price shall in any event not be issued in violation of any preemptive or similar rightsless than $250 per share. As of the date hereof, other than as set forth in Greg▇▇▇ ▇▇▇▇▇ ▇▇▇ executed and delivered to Yazam, a voting agreement whereby he shall have agreed to vote the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parentthe Parent owned, and held beneficially, and/or controlled by him (as of the appropriate record date for such shareholder vote) in favor of the amendment of the Certificate of Incorporation of the Parent has no obligation to increase the authorized number of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders shares of Parent Common StockStock in order to authorize and reserve a sufficient number of shares of Parent Common Stock for issuance in connection with the conversion of the Parent Preferred Stock and the exercise of the Parent Warrants.

Capitalization of Parent. As of February 28, 1998, Parent's (a) The authorized capital stock consisted of (i) 40,000,000 the PARENT consists of the classes of securities, and the number of shares of common stockeach such class authorized, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, and the outstanding Common Stock Warrants (b) 1,166,100 shares were and their respective exercise, strike or conversion prices, dates of issuance, term, and any provisions regarding dilution or adjustment), are as are set forth on SCHEDULE 4.2(a). All of the issued and held in treasury (which does not include outstanding shares of capital stock of the PARENT have been duly authorized and validly issued, are fully paid and non-assessable and were validly offered, issued, sold, and delivered by. Upon consummation of the Merger, the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of PARENT Common Stock to be issued in connection exchange for TARGET Capital Stock in accordance with the Merger this Agreement will be, when so issued, duly authorized and authorized, validly issued, fully paid and nonassessable, . PARENT has no liability (or potential liability) to any Person for any dividends that have been declared or accrued and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than remain unpaid. (b) Except as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure ScheduleSCHEDULE 4.2(b), there are no outstanding subscriptionsrights, optionsoptions or warrants to acquire capital stock of PARENT, warrantsor convertible securities convertible or exchangeable into Capital Stock of PARENT (sometimes herein collectively referred to as "Common Stock Warrants") as of December 31, puts2003. No Common Stock Warrants have been, callsor will be issued by PARENT after December 31, 2003 without the consent of TARGET. (c) Except as set forth in SCHEDULE 4.2(c), (i) there are no outstanding or existing proxies, voting agreements, understandingsvoting trusts, claims preemptive rights, rights of first refusal, rights of first offer, rights of co-sale or tag-along rights, stockholder agreements to which PARENT is a party or other commitments rights, understandings or rights arrangements regarding the voting or disposition of the capital stock of PARENT to which PARENT is a party or any type relating other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of PARENT's outstanding stock or other securities or to the issuance, sale or transfer by Parent or any conversion of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, PARENT in the Merger pursuant to any agreement or obligation to which PARENT or any of its stockholders is a party; and Parent (ii) PARENT has no obligation of not granted or agreed to grant to any kind person or entity any rights (including piggyback registration rights) to issue have any additional securities or to pay for capital securities of Parent PARENT, including, without limitation, any Common Stock Warrants or any predecessor. Parent has securities underlying the same, registered with under the Securities Act or any other Law. (d) Except as set forth in SCHEDULE 4.2(d), no outstanding bondsCommon Stock Warrants of PARENT (i) are subject to acceleration or automatic vesting as a result of the occurrence of the Merger, debentures, notes or other similar obligations (ii) contain any provision accelerating the holders vesting of which have the right to vote generally with holders exercise, exchange or convert the same upon a merger or consolidation involving PARENT, an issuance or sale of Parent Common PARENT Capital Stock, any sale of all or substantially all of PARENT's assets or any business combination or similar transactions involving or causing a change of control of PARENT. (e) Except as set forth on SCHEDULE 4.2(e), PARENT owns all of the issued and outstanding capital stock of its Subsidiaries, free and clear of all Liens. (f) The authorized capital stock of Acquisition Corp. consists of the classes of securities, and the number of shares of each such class authorized, issued and outstanding, as are set forth on SCHEDULE 4.2(f). All of the issued and outstanding shares of capital stock of Acquisition Corp. have been duly authorized and validly issued, are fully paid and non-assessable.

Capitalization of Parent. As of February 28, 1998, Parent's (a) The authorized capital stock consisted of (i) 40,000,000 Parent consists of an unlimited number of Common Shares of which 315,138,104 such shares are issued and outstanding as of the date of this Agreement, an unlimited number of preferred shares of common stockwhich nil preferred shares are issued and outstanding as of the date of this Agreement, $1.25 par value per share and an unlimited number of Restricted Shares, of which (a) 23,607,047 67,608,867 such shares are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of capital stock of Parent have been duly authorized and validly issued and are fully paid and non-assessable, and were issued in compliance with all applicable Laws and outstandingare not subject to and were not 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 applicable Law, the constating documents of Parent or any Contract to which Parent is a party or otherwise bound. (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance Schedule 3.2.6(b) sets forth, as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stocka true, Cumulative Junior Participating Series C correct and complete list of the number of outstanding options, warrants or other rights to acquire Common Shares, Restricted Shares or other equity securities of Parent or any interest in Common Shares, Restricted Shares or other equity securities of Parent (each a "Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights AgreementDerivative"), pursuant including the number of Common Shares, Restricted Shares or other equity securities subject to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding each such Derivative, and the exercise price per share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, each such Derivative. All outstanding Derivatives have been duly authorized and validly issued, are fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be were issued in connection compliance with the Merger will be all applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar rights. As right under any provision of applicable Law, the date hereof, other constating documents of Parent or any Contract to which Parent is a party or otherwise bound. (c) Other than the outstanding Derivatives or as set forth in the out on Schedule 3.2.6(c), Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no has no: (i) outstanding subscriptions, options, warrants, putsrights, callsconvertible or exchangeable securities, agreements"phantom" stock rights, understandingsstock appreciation rights, claims stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent is a party or by which it is bound obligating it to issue, deliver or sell, or cause to be issued, delivered or sold, additional Common Shares, Restricted Shares of or other commitments equity (or rights phantom equity) interests in, or any security convertible or exercisable for or exchangeable into any Common Shares, Restricted Shares or other equity interest in Parent. No holder of indebtedness of Parent has any type relating right to convert or exchange such indebtedness for any capital stock of Parent. (d) To Parent's knowledge, other than the Investor Rights Agreement dated January 22, 2019, by and among Parent and the other signatories thereto, there is no voting trust, proxy or other agreement or understanding with respect to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares voting of capital stock of Parent, and Parent has no obligation other than proxies solicited by Parent, its management, or its board of any kind to issue any additional securities or to pay for securities directors in connection with meetings of Parent or any predecessorits shareholders. Parent has Other than the outstanding Derivatives, there are no outstanding bondsor authorized stock appreciation, debenturesphantom stock, notes profit participation or other similar obligations the holders of which have the right equity awards with respect to vote generally with holders of Parent Common StockParent.

Capitalization of Parent. As of February 28, 1998, Parent's The authorized capital stock consisted of Parent currently consists of (ia) 40,000,000 shares of common stockParent Common Stock, $1.25 par value per share of which (a) 23,607,047 479,438 shares were of Parent Common Stock are currently issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value $0.001 per share ("Parent Preferred Stock")share, none without designation, of which none are outstanding or designated except as provided in currently issued and outstanding. Immediately following the next sentence. As Effective Time, and without taking into account the issuance of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase 14,619,883 shares of Parent Series C Preferred Stock. Each outstanding share Common Stock in the PIPE Financing (as defined below), the authorized capital stock of Parent capital stock is, and all shall consist of 40,000,000 shares of Parent Common Stock of which not more than 479,438 shares of Parent Common Stock will be issued and outstanding, before taking into consideration the issuance of 24,853,801 shares of Parent Common Stock pursuant to the Merger. Except for warrants to purchase 7,309,939 shares of Parent Common Stock to be issued in connection with pursuant to the Merger will bePIPE Financing (as defined below) and except for Company options being assumed pursuant to this Agreement, duly authorized Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. As of the date of this Agreement, the holders of issued and outstanding Parent Common Stock set forth on Appendix A hereto (the "Parent Stockholders"), are all the holders of capital stock of the Parent, and there is no other person who holds or owns directly or indirectly, any Parent Common Stock, or other equity security of the Parent. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issuedissued and outstanding, fully paid and nonassessablenon-assessable, and no outstanding share none of Parent capital stock has been, and no such shares of Common Stock to be issued in connection with the Merger will be have been issued in violation of any the preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stockperson.

Capitalization of Parent. As of February 28, 1998, Parent's (a) The authorized capital stock consisted of Parent consists of (i) 40,000,000 300,000,000 shares of common stock, $1.25 par value $0.01 per share (the “Parent Common Stock”) and (ii) 25,000,000 shares of which preferred stock, par value $0.01 per share (a“Parent Preferred Stock”). As of the date of this Agreement, (i) 23,607,047 29,493,769 shares were of Parent Common Stock are issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 no shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which Common Stock are outstanding or designated except as provided held in the next sentencetreasury of Parent. As of the date hereof, 400,000 no shares of Parent Preferred Stock are designated Preferred Stockissued and outstanding. All outstanding shares of capital stock of Parent and all shares of Parent Common Stock to be issued to the Sellers pursuant to this Agreement have been duly authorized. All outstanding shares of capital stock of Parent have been, Cumulative Junior Participating Series C and, upon issuance, all shares of Parent Common Stock to be issued to the Sellers pursuant to this Agreement will be, validly issued and fully paid and nonassessable, and free of preemptive or similar rights under any provision of the MIBCA and the articles of incorporation or bylaws of Parent or any agreement to which Parent is a party or otherwise bound. ("b) No antidilution or similar adjustments with respect to any Parent Series C Preferred Stock"Securities will occur or be required as a result of the issuance and sale of the Parent Common Stock to the Sellers pursuant to this Agreement. Assuming the accuracy of the representations and warranties set forth in Section 5.21, the offer and sale of the Parent Common Stock to the Sellers pursuant to this Agreement shall be qualified or exempt from the registration requirements of the 1933 Act and the registration and/or qualification requirements of all applicable state securities Laws. (c) and There is no outstanding Indebtedness of Parent 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 of Parent may vote. (d) Except as set forth in Section 6.6(d-1) of the Parent Disclosure Letter, as of the date hereof, there are no issued, reserved for issuance or outstanding (i) shares of capital stock of or other voting securities of or ownership interests in accordance with Parent, (ii) securities of Parent convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of or ownership interests in Parent, (iii) warrants, calls, options or other rights to acquire from Parent, or other obligation of Parent to issue, any capital stock or other voting securities or ownership interests in or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in Parent, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the Rights value or price of, any capital stock or voting securities of Parent (the items in clauses (i) through (iv) being referred to collectively as the “Parent Securities”). There are no outstanding obligations of Parent to repurchase, redeem or otherwise acquire any of the Parent Securities. Except for the Oaktree Stockholders Agreement dated as of March 4, 1991, by and between Parent and Chas▇ the ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C.Stockholders Agreement (each, as Rights Agent ("Parent Rights defined in the Merger Agreement"), pursuant Parent is not a party to which Parent has issued rights ("Parent Rights") any voting agreements, voting trusts, proxies or other similar agreements or understandings with respect to purchase the voting of any shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to or other Parent Securities. Except as may be issued required by applicable securities Laws and regulations and other than Parent’s third amended and restated articles of incorporation and second amended and restated bylaws currently in connection with the Merger will beeffect, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation is not bound by any obligations or commitments of any preemptive or similar rights. As of character restricting the date hereoftransfer of, other than or, except as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to 6.6(d-2) of the Parent Disclosure ScheduleLetter, there are no outstanding subscriptionsrequiring the registration for sale of, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes Common Stock or other similar obligations the holders of which have the right to vote generally with holders of Parent Common StockSecurities.

Capitalization of Parent. As of February 28, 1998, Parent's The authorized capital stock consisted of (i) 40,000,000 Parent consists of 150,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued Parent Common Stock and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 50,000,000 shares of undesignated preferred stock, $.05 par value $0.01 per share share, of Parent ("“Parent Preferred Stock"”), none of which are outstanding or designated except as provided in the next sentence. As of the date hereofof this Agreement, 400,000 44,464,496 shares of Parent Common Stock are designated issued and outstanding, no shares of Parent Common Stock are held in Parent’s treasury and no shares of Parent Preferred StockStock are issued or outstanding. No bonds, Cumulative Junior Participating Series C debentures, notes or other instruments or evidence of indebtedness having the right to vote ("or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which Parent’s stockholders may vote are issued or outstanding. All outstanding shares of Parent Series C Preferred Stock"Common Stock are duly authorized and validly issued and were not issued in violation of any preemptive or other similar rights. Except as set forth above, as set forth on Parent Disclosure Schedule 3.2(b) or under the terms of the Parent 1999 Stock Incentive Plan and are reserved for issuance in accordance with the Rights Agreement dated Parent 2004 Long-Term Incentive Plan, as amended, as of March 4the date of this Agreement, 1991there are no outstanding (A) voting securities of Parent; (B) securities of Parent convertible into, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Servicesor exchangeable or exercisable for, L.L.C.voting securities of Parent; (C) options, as Rights Agent ("Parent Rights Agreement")warrants, pursuant calls, rights, commitments or agreements to which Parent has issued is a party or by which it is bound, in any case obligating Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, voting securities of Parent, or obligating Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement; (D) restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any voting securities or ownership interests in, Parent; and ("E) voting trusts, proxies, or other similar agreements or understandings to which Parent Rights") or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound with respect to purchase the voting of any securities of Parent or any of its Subsidiaries. At the Closing the shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger hereunder will be, be duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has beennot subject to, and no shares of Common Stock to be issued in connection with the Merger will be or issued in violation of of, any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

Capitalization of Parent. As of February 28, 1998, Parent's (a) (i) The authorized capital stock consisted of Parent consists of 400,000,000 shares of Parent Common Stock and 2,000,000 shares of preferred stock, par value $.01 per share ("PARENT PREFERRED STOCK") . As of the Capitalization Date: (i) 40,000,000 59,825,008 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares Parent Common Stock were issued and outstanding; (ii) 25,332,273 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's stock option plans (collectively, the "PARENT STOCK OPTION PLANS"); and (biii) 1,166,100 11,688,276 shares of Parent Common Stock were issued and held in the treasury (which does not include of the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 no shares of Parent Preferred Stock are designated issued and outstanding and 100,000 shares of Parent Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and Stock are reserved for issuance upon exercise of the Parent Rights pursuant to the Parent Rights Agreement. From the Capitalization Date through the date hereof, there have been no issuances of shares of the capital stock or other securities of the Parent or of options, warrants or rights with respect to shares of Parent Common Stock or other securities of Parent other than issuances of shares of Parent Common Stock pursuant to the exercise of options outstanding or the Capitalization Date as fully reflected in Section 4.2 of the Parent Disclosure Schedule. All the outstanding Shares of Parent Common Stock are, and all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will beterms hereof, duly authorized and authorized, validly issued, fully paid and nonassessablenon-assessable. Except as set forth above, and no outstanding share except for the transactions contemplated by this Agreement and Parent's obligations under the Parent Rights Agreement, as of Parent capital stock has been, and the date of this Agreement (1) there are no shares of Common Stock to be capital stock of Parent authorized, issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereofoutstanding, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, (2) there are no authorized or outstanding subscriptions, options, warrants, putscalls, callspreemptive rights, subscriptions or other rights, agreements, understandings, claims arrangements or other commitments or rights of any type character (whether or not conditional) relating to the issuanceissued or unissued capital stock of Parent or any of its subsidiaries, sale or transfer by obligating Parent or any of its subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in Parent or any of its subsidiaries or securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for such shares or equity interests, or obligating Parent or any shares of capital stock of Parentits subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment and Parent has (3) there are no obligation of any kind to issue any additional securities or to pay for securities outstanding contractual obligations of Parent or any predecessor. of its subsidiaries to repurchase, redeem or otherwise acquire any capital stock of Parent has no outstanding bondsor any of its subsidiaries, debentures, notes or to make any payments based on the market price or value of shares or other similar obligations capital stock of the holders Parent or its subsidiaries, or to provide funds to make any investment (in the form of which have a loan, capital contribution or otherwise) in any subsidiary or any other entity other than loans to subsidiaries in the right to vote generally with holders ordinary course of Parent Common Stockbusiness.

Capitalization of Parent. As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares As of the close of business on December 31, 2000, 260,345,217 ordinary shares, nominal value 0.40 Euro per share, of Parent (the "Parent ------ Shares") were ------ issued and outstanding, (b) 1,166,100 shares and 6,151,350 Parent Shares were issued and held in treasury (which does not include Parent's treasury. All the outstanding shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent's capital stock are, and (ii) 10,000,000 all shares of preferred stockwhich may be issued pursuant to Parent option plans will be, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance when issued in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will berespective terms thereof, duly authorized and authorized, validly issued, fully paid and nonassessablenon-assessable. Except (i) as set forth in this Section 4.05, (ii) for debt securities of Parent convertible or exchangeable for 42,097,312 Parent Shares and having preferential subscription rights, (iii) for options to purchase an aggregate of 19,968,862 Parent Shares, and (iv) for warrants to purchase an aggregate of 5,034,041 Parent Shares, as of December 31, 2000 there were outstanding (x) no shares of capital stock or other voting securities of Parent, (y) no securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent, and (z) no options, warrants or other rights to acquire from Parent, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Parent, obligating Parent to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (including equity equivalents or stock appreciation rights) (the items in clauses (x), (y) and (z) being referred to collectively as the "Parent Securities"). As Except as set forth ----------------- in Section 4.05(a) the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), as -------------------------- of the date hereofof this Agreement, other than none of Parent or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Parent Securities or any securities of any Parent Subsidiary, including as a result of the transactions contemplated by this Agreement. (b) Except as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to 4.05(b) of the Parent Disclosure Schedule, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims voting trusts or other commitments agreements or rights of any type relating understandings to the issuance, sale or transfer by which Parent or any of its subsidiaries Subsidiaries is a party with respect to the voting of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of the capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stockits Subsidiaries.

Capitalization of Parent. As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereofof this Agreement, 400,000 the issued share capital of Parent consists of 27,810,760 Parent Ordinary Shares and 1,000,001 deferred shares are designated Preferred Stockof £1 each. (b) As of the date of this Agreement, Cumulative Junior Participating Series C ("the directors of Parent Series C Preferred Stock") and are reserved for issuance in accordance with have sufficient authority to issue the Rights Agreement dated as aggregate amount of March 4, 1991, by and between Per Share Stock Consideration required to satisfy the obligation of Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"under Section 2.6(a), pursuant to which Parent has issued rights ("Parent Rights") to purchase and such shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to shall be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection compliance in all material respects with the Merger will be all applicable Laws and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar rights. As right under the UK Companies Act, the Articles or any contract to which Parent is a party or otherwise bound, all Parent Depositary Shares representing such Parent Ordinary Shares have been and will be, validly issued in accordance with the Deposit Agreement and the persons in whose names American Depositary Receipts evidencing such Parent Depositary Shares are registered are, or will be, entitled to the rights of registered holders of such American Depositary Receipts specified therein and in the date hereof, other than Deposit Agreement. (c) Except as set forth in Section 4.2(c) of the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, putsrights of first refusal, callspreemptive rights, subscription rights or other similar rights, conversion rights, exchange rights, stock option plans, “phantom stock” rights, stock appreciation rights, stock based performance units, contracts, or other agreements, understandingscalls or commitments, claims either directly or other commitments indirectly, for the purchase or rights acquisition from the Company of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of Parent capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. stock. (d) Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally (or which are convertible into or exercisable for securities having the right to vote) with holders the stockholders of Parent Common Stockon any matter.

Capitalization of Parent. As of February 28, 1998, Parent's (a) The authorized capital stock consisted of (i) 40,000,000 PARENT consists of shares of common stock, $1.25 par value per share PARENT Common Stock of which (a) 23,607,047 9,585,406 shares were of PARENT Common Stock are issued and outstandingoutstanding as of November 21, (b) 1,166,100 shares were 2001. All of the issued and held outstanding shares of PARENT Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and were offered, issued sold and delivered by PARENT in treasury (which does not include compliance with all registration or qualification or requirements ( or applicable exemptions therefrom) of all applicable federal and state securities Laws. Upon consummation of the Merger, the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of PARENT Common Stock to be issued in connection exchange for TARGET Capital Stock in accordance with the Merger this Agreement will be, when so issued, duly authorized and authorized, validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than . (b) Except as set forth in the Parent SEC DocumentsFilings, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Scheduleas of October 18, 2001, December 5th 2001 and January 8, 2002, there are were no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any (i) securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for capital stock of PARENT; (ii) obligations, options, warrants or other rights of any shares kind or character to acquire, purchase or subscribe for capital stock of PARENT or securities convertible into or exchangeable for capital stock of PARENT, other than options and warrants to purchase PARENT Common Stock granted in the ordinary course of business since the date of the SEC Filings; or (iii) agreements, arrangements or understandings of any kind (other than engagements of financial advisors) relating to the authorization, issuance or sale of capital stock of ParentPARENT or securities convertible into or exchangeable for capital stock of PARENT, except such issuances or sales as are contemplated pursuant to acquisition agreements entered (or to be entered) into since the date of the SEC Filings. (c) Except as set forth in the SEC Filings (i) there are no outstanding or existing proxies, voting agreements, voting trusts, preemptive rights, rights of first refusal, rights of first offer, rights of co-sale or tag-along rights, stockholder agreements to which PARENT is a party or other rights, understandings or arrangements regarding the voting or disposition of the capital stock of PARENT to which PARENT is a party or any other restrictions (other than normal restrictions on transfer under applicable federal and Parent has no obligation state securities laws) applicable to any of any kind to issue any additional PARENT's outstanding stock or other securities or to pay for the conversion of any shares of PARENT Capital Stock in the Merger pursuant to any agreement or obligation to which PARENT or any of its stockholders is a party; and (ii) PARENT has not granted or agreed to grant to any person or entity any rights (including piggyback registration rights) to have any securities of Parent PARENT, or any predecessor. Parent has securities into which the securities of PARENT are converted or for which such securities are exchanged, registered with under the Securities Act or any other Law. (d) Except as set forth in the SEC Filings, no outstanding bondsoptions or warrants of PARENT (i) is subject to acceleration or automatic vesting as a result of the occurrence of the Merger, debentures, notes or other similar obligations (ii) contains any provisions accelerating the holders vesting of which have the right to vote generally with holders exercise such warrants upon a merger or consolidation involving PARENT, an issuance or sale of Parent Common PARENT Capital Stock, any sale of all or substantially all of PARENT's assets or any business combination or similar transactions involving or causing a change of control of PARENT.

Capitalization of Parent. (a) As of February 28the date hereof, 1998, Parent's the authorized share capital stock consisted of Parent is 441,000.00 divided into (i) 40,000,000 shares of common stock, $1.25 par value per share 400,000,000 Parent Class A Ordinary Shares of which (a) 23,607,047 57,500,000 shares were are issued and outstandingoutstanding as of the date of this Agreement, (ii) 40,000,000 Parent Class B Ordinary Shares, of which 14,375,000 shares are issued and outstanding as of the date of this Agreement and (iii) 1,000,000 Parent Preference Shares, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Parent Securities”). The foregoing represent all of the issued and outstanding Parent Securities. All issued and outstanding Parent Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Parent Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been 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 any applicable Law, the Parent Governing Documents or any Contract to which Parent is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) 1,166,100 shares were issued Subject to the terms of conditions of the relevant Parent Warrant Agreement, the Parent Warrants will be exercisable after giving effect to the Transactions for one share of Parent Common Stock at an exercise price of eleven Dollars and held in treasury fifty cents (which does not include the shares reserved for issuance as set forth in clause (i)(c$11.50) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentenceshare. As of the date hereof, 400,000 shares 14,225,000 Parent Common Warrants and 9,566,667 Parent Private Placement Warrants are designated Preferred Stockissued and outstanding. No Parent Warrants are exercisable until thirty (30) days after the Closing. All outstanding Parent Common Warrants and Parent Private Placement Warrants (i) have been duly authorized and validly issued and constitute valid and binding obligations of Parent, Cumulative Junior Participating Series C ("enforceable against Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4their terms, 1991subject to applicable bankruptcy, by insolvency, fraudulent conveyance, reorganization, moratorium and between Parent similar Laws affecting creditors’ rights generally and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C.subject, as Rights Agent to enforceability, to general principles of equity; ("ii) have been offered, sold and issued in compliance with applicable Law and all requirements set forth in the Parent Rights Agreement")Governing Documents; and (iii) are not subject to, pursuant nor have they been 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 any applicable Law, the Parent Governing Documents or any Contract to which Parent has issued rights ("is a party or otherwise bound. Except for the Parent Rights") to purchase shares Governing Documents and this Agreement, there are no outstanding Contracts of Parent Series C Preferred Stock. Each to repurchase, redeem or otherwise acquire any Parent Securities. (c) Except as set forth in this Section 5.5 of the Parent Disclosure Letter, Parent has not granted any outstanding share subscriptions, options, stock appreciation rights, “phantom stock”, warrants, commitments, calls, rights of first refusal, deferred compensation rights, rights or other securities (including debt securities or voting securities) convertible into or exchangeable or exercisable for Parent Securities, any other commitments, calls, conversion rights, rights of exchange of privilege (whether pre-emptive, contractual or by matter of Law), plans or other arrangements or commitments of any character providing for the issuance of additional shares or any other equity securities of Parent capital stock isthe sale of treasury shares or other equity interests of Parent or the value of which is determined by reference to the Parent Securities, and all shares there are no voting trusts, proxies or agreements of Common Stock any kind which may obligate Parent to be issued in connection with the Merger will beissue, purchase, register for sale, redeem or otherwise acquire any Parent Securities. (d) The Parent Ordinary Shares are duly authorized and validly issued, fully paid and nonassessablenon-assessable and issued in compliance with applicable Law and not subject to, and no not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law or the Parent Governing Documents. (e) The outstanding share Equity Securities of each of First Merger Sub and Second Merger Sub have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth on Section 5.5(e) of the Parent capital stock has beenDisclosure Letter, all of the outstanding Equity Securities of each of First Merger Sub and Second Merger Sub are owned by Parent, directly or indirectly, free and clear of any Liens (other than the restrictions under applicable securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and no shares Permitted Liens) and free of Common Stock any other limitation or restriction (including any restriction on the right to be issued in connection with the Merger will be vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of any preemptive or similar rights. As of the date hereof, other . (f) Other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement this Section 5.5 or in on Section 3.3 to 5.5 of the Parent Disclosure ScheduleLetter, there are (i) no outstanding subscriptions, calls, options, warrants, putsrights (including preemptive rights), calls, agreements, understandings, claims puts or other commitments securities convertible into or rights exchangeable or exercisable for Equity Securities of First Merger Sub or Second Merger Sub, or any type relating other Contracts to the issuance, sale which any Parent Entity is a party or transfer by Parent which First Merger Sub or Second Merger Sub or any of its subsidiaries assets or properties are bound obligating any Parent Entity to issue or sell any Equity Securities of, other equity interests in or debt securities of, any Company Subsidiary, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in First Merger Sub or Second Merger Sub, (iii) (A) no outstanding contractual obligations of any securities of ParentParent Entity to repurchase, nor are there outstanding redeem or otherwise acquire any securities which are convertible into or exchangeable for any shares equity interests of capital stock of Parent, First Merger Sub or Second Merger Sub and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has (B) no outstanding bonds, debentures, notes or other similar obligations the holders indebtedness of which have any Parent Entity having the right to vote generally with (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the holders of the Equity Securities of First Merger Sub or Second Merger Sub may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Equity Securities of any Company Subsidiary to which any Parent Common StockEntity is a party or by which any Parent Entity is bound and (v) no Equity Securities of First Merger Sub or Second Merger Sub is issued and outstanding, other than Equity Securities owned by Parent. (g) Parent has no Subsidiaries other than First Merger Sub and Second Merger Sub and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any other Person, whether incorporated or unincorporated. No Parent Entity is party to any Contract that obligates any Parent Entity to invest money in, loan money to or make any capital contribution to any other Person.

Capitalization of Parent. (a) As of February 28the date hereof, 1998, Parent's the authorized capital stock consisted of Parent consists of 111,000,000 shares, including (i) 40,000,000 100,000,000 shares of common stockParent Class A Common Stock, $1.25 par value per share of which (aA) 23,607,047 7,077,478 shares were are issued and outstandingoutstanding as of the date hereof, (bB) 1,166,100 250,000 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were are reserved for issuance upon the exercise or conversion of options250,000 shares of Parent Class B Common Stock pursuant to the Non-Redemption Agreements, warrants or convertible securities granted or issuable by Parent(C) 12,000,000 shares are reserved for issuance upon exercise of the Parent Private Warrants and (D) 11,500,000 shares are reserved for issuance upon exercise of the Parent Public Warrants, and (ii) 10,000,000 shares of Parent Class B Common Stock, 250,000 shares of which are issued and outstanding as of the date hereof, and (iii) 1,000,000 shares of “blank check” preferred stock, $.05 par value $0.0001 per share share, of which no shares are issued and outstanding as of the date hereof ("Parent Preferred Stock"(i), none (ii), and (iii) collectively, the “Parent Securities”). The foregoing represents all of the issued and outstanding Parent Securities as of the date hereof. All issued and outstanding Parent Securities (A) have been duly authorized and validly issued and are fully paid and non-assessable; (B) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (I) Parent’s Governing Documents, and (II) any other applicable Contracts governing the issuance of such securities; and (C) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, Parent’s Governing Documents or any Contract to which are outstanding Parent is a party or designated except as provided otherwise bound. None of the equity securities of Parent were issued in the next sentence. violation of applicable securities Laws. (b) As of the date hereof, 400,000 (i) the Sponsor is the record holder of (A) 5,500,000 shares are designated Preferred of Parent Class A Common Stock, Cumulative Junior Participating Series C ("B) Parent Series C Preferred Private Warrants to acquire 11,600,000 shares of Parent Class A Common Stock and (C) 250,000 shares of Parent Class B Common Stock", and (ii) and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇. ▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("is the record holder of Parent Rights Agreement"), pursuant Private Warrants to which Parent has issued rights ("Parent Rights") to purchase acquire 400,000 shares of Parent Series C Preferred Class A Common Stock. Each Except as set forth above, neither the Sponsor nor any of its Affiliates holds any Parent Securities. (c) Except for Parent’s Governing Documents and this Agreement, there are no outstanding share Contracts of Parent capital to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in this Section 5.6 or as contemplated by this Agreement or the Ancillary Agreements”, Parent has not granted any outstanding options, stock isappreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Securities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Parent Securities or the value of which is determined by reference to the Parent Securities, and all there are no Contracts of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of its Parent Securities. (d) The shares of Parent Post-Merger Common Stock to be issued in connection with comprising the Merger will be, Share Consideration are duly authorized and validly issued, fully paid and nonassessablenon-assessable and were issued in compliance in all material respects with all applicable state and Federal Securities Laws and not subject to, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be not issued in violation of, any Lien, purchase option, call option, right of first refusal, pre-emptive right, subscription right or any preemptive or similar rights. As right under any provision of the date hereofapplicable Law, other than as set forth in the Parent SEC Parent’s Governing Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities Contract to which are convertible into Parent is a party or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stockotherwise bound.

Capitalization of Parent. (a) As of February 28the date of this Agreement, 1998, Parent's the authorized capital stock consisted of Parent consists of (i) 40,000,000 200,000,000 shares of common stockParent Class A Common Stock, $1.25 par value per share of which (a) 23,607,047 27,500,000 shares were are issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include outstanding as of the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion date of options, warrants or convertible securities granted or issuable by Parentthis Agreement, and (ii) 10,000,000 20,000,000 shares of Parent Class B Common Stock, of which 6,875,000 shares are issued and outstanding as of the date of this Agreement and (iii) 1,000,000 shares of preferred stock, $.05 par value $0.0001 per share share, of which no shares are issued and outstanding as of the date of this Agreement ("Parent Preferred Stock"(i), none (ii) and (iii) collectively, the “Parent Securities”). The foregoing represents all of the issued and outstanding Parent Securities as of the date of this Agreement. All issued and outstanding Parent Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have not been offered, sold or issued in violation of applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Parent’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in breach or violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Parent’s Governing Documents or any Contract to which are outstanding or designated except as provided in Parent is a party. (b) Subject to the next sentenceterms of conditions of the Warrant Agreement, the Parent Warrants will be exercisable (after giving effect to the Merger) for one share of Parent Common Stock at an exercise price of eleven Dollars and fifty cents ($11.50) per share. As of the date hereofof this Agreement, 400,000 5,500,000 Parent Common Warrants and 5,166,667 Parent Private Placement Warrants are issued and outstanding. The Parent Warrants are not exercisable until the later of (x) December 11, 2021 and (y) thirty (30) days after the Closing. All outstanding Parent Warrants (i) have been duly authorized and validly issued and constitute valid and binding obligations of Parent, enforceable against Parent in accordance with their terms, subject to the Enforceability Exceptions; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Parent’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been 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 any applicable Law, Parent’s Governing Documents or any Contract to which Parent is a party or otherwise bound. Except for the Subscription Agreements, the Sponsor Backstop Subscription Agreement, Parent’s Governing Documents and this Agreement, there are no outstanding Contracts of Parent to repurchase, redeem or otherwise acquire any Parent Securities. Except as disclosed in the Parent SEC Filings and except for the Subscription Agreements and the Investor Rights Agreement, Parent is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to Parent Common Stock or any other equity interests of Parent. (c) Except as contemplated by this Agreement or other the other documents contemplated hereby (including the Sponsor Backstop Subscription Agreement), and other than in connection with the PIPE Investment, Parent has not granted any outstanding options, stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Securities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Parent Securities or the value of which is determined by reference to the Parent Securities, and there are no Contracts of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of its Parent Securities. (d) The shares are designated Preferred Stockof Parent Class A Common Stock constituting the Closing Number of Securities and the Earn Out Shares, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance when issued in accordance with the Rights Agreement dated as of March 4terms hereof, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to shall be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessablenon-assessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and no outstanding share not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, Parent’s Governing Documents, or any Contract to which Parent capital stock is a party or otherwise bound. (e) On or prior to the date of this Agreement, (i) Parent has beenentered into Subscription Agreements, in substantially the form attached to Section 5.12(e)(i) of the Parent Disclosure Letter, with PIPE Investors pursuant to which, and no shares on the terms and subject to the conditions of Common Stock to be issued which, such PIPE Investors have agreed, in connection with the Merger will be issued transactions contemplated hereby, to purchase from Parent, shares of Parent Common Stock for a PIPE Investment Amount of at least $50,000,000.00 (such amount, the “Minimum PIPE Investment Amount”) and (ii) Parent has entered into the Sponsor Backstop Subscription Agreement, in violation substantially the form attached to Section 5.12(e)(ii) of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure ScheduleLetter, there are no outstanding subscriptionswith True Wind Capital II, optionsL.P. and True Wind Capital II-A, warrantsL.P. pursuant to which, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating and on the terms and subject to the issuanceconditions of which, sale or transfer by True Wind Capital II, L.P. and True Wind Capital II-A, L.P. have agreed, in connection with the transactions contemplated hereby, to purchase certain shares of Parent or any of its subsidiaries of any securities Common Stock subject to the terms and conditions set forth therein. Such Subscription Agreements are in full force and effect with respect to, and binding on, Parent and, to the knowledge of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parenton each applicable PIPE Investor party and Sponsor party thereto, and in accordance with their terms. (f) Parent has no obligation of Subsidiaries apart from Merger Sub, and does not own, directly or indirectly, any kind to issue equity interests or other interests or investments (whether equity or debt) in any additional securities Person, whether incorporated or to pay for securities of Parent or any predecessorunincorporated. Parent has no outstanding bondsis not party to any Contract that obligates Parent to invest money in, debentures, notes loan money to or make any capital contribution to any other similar obligations the holders of which have the right to vote generally with holders of Parent Common StockPerson.