Common use of Capitalization of the Company and its Subsidiaries Clause in Contracts

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "Shares"), of which, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).

Capitalization of the Company and its Subsidiaries. The Company's authorized capital stock consists solely of (a) The authorized stock of the Company consists of 14,984,490 20,000,000 shares of Class A common stock, $0.05 par value $.01 per share (the "SharesCompany Common Stock"), and (b) 10,000,000 shares of whichpreferred stock, as $1.00 par value per share ("Company Preferred Stock"). As of September 30October 31, 20001997, 5,681,156 Shares (i) 3,891,981 shares of Company Common Stock were issued and outstanding, and 15,510 (ii) 201,385 shares of Series A-1 convertible preferred stockCompany Common Stock were issuable upon the exercise of outstanding options, par value $.01 per share (an additional 230,749 shares of Company Common Stock were issuable upon the "Convertible Preferred Stock"), exercise of which, as of September 30, 2000, 14,511 shares were outstanding. All of the options that are not currently outstanding Shares have been validly issued and but are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30, 2000, (i) 1,515,338 were reserved for issuance upon the designation of optionees by the Board of Directors of the Company and 154,175 shares of Company Common Stock were issuable upon the exercise or conversion of outstanding Company Stock Options issued pursuant to warrants or convertible securities granted or issuable (on a contingent basis or otherwise) by the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred StockCompany, and (iii) 123,370 Shares no shares of Company Preferred Stock were reserved for issuance upon the exercise of the outstanding Warrantsissued and outstanding. Except Since October 31, 1997, except as set forth disclosed in Section 3.2(a) 4.4 of the Company Disclosure Schedule, since September 30, 2000, no the Company has not issued any shares of its capital stock except upon the Company's exercise of such options, warrants or convertible securities. Each outstanding share of capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above each Subsidiary is duly authorized and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are validly issued, reserved for issuance, or outstanding (i) no shares fully paid and nonassessable and free of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities")preemptive rights. As of the date hereof, except other than as set forth above, in the Company SEC Documents (as defined in Section 3.2(a4.7) of or in Section 4.4 to the Company Disclosure Schedule, there are no outstanding obligations shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration either Subsidiary of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries either Subsidiary, nor are there outstanding any securities which are convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, any shares of any capital stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire either Subsidiary; and neither the Company nor either Subsidiary has any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance obligation of any kind in respect to issue any additional securities or to pay for securities of such asset (including the Company or either Subsidiary or any restrictions on predecessor. The Company has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote or sell the same except as may be provided as a matter generally with holders of law)Company Common Stock.

Capitalization of the Company and its Subsidiaries. (a) The -------------------------------------------------- authorized capital stock of the Company consists of 14,984,490 (i) 150,000,000 Shares of which, as of February 19, 1999, 56,419,890 Shares were issued and outstanding and (ii) 20,000,000 shares of Class A common stockPreferred Stock, par value of $.01 0.01 per share (the "Shares")share, of which, as of September 30February 19, 20001999, 5,681,156 Shares no shares were issued and outstanding, and 15,510 . All outstanding shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstanding. All capital stock of the outstanding Shares Company have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30February 19, 20001999, (i) 1,515,338 were reserved for issuance upon the exercise Employee Options to purchase an aggregate of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 6,569,342 Shares were reserved for issuance upon outstanding and the conversion weighted average exercise price of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock such Employee Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Planswas $14.21 per Share. Except as set forth above or in Schedule 4.2, and in Section 3.2(a) except as a result of the Company Disclosure Schedule, exercise of Employee Options outstanding as of the date hereofFebruary 26, 1999, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company or its subsidiaries andCompany, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) and no obligation of the Company Disclosure Scheduleto issue, no obligations of the Company deliver or its subsidiaries to issue sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, Company and (iv) no bondsequity equivalents, debentures"phantom" stock rights, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible intostock appreciation rights, or exercisable or exchangeable forperformance shares, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (collectively collectively, "Company Securities"). As of the date hereof, except Except as set ------------------- forth in Section 3.2(a) of Schedule 4.2 or as contemplated by this Agreement or the Company Disclosure ScheduleStockholders Agreement, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure ScheduleSchedule 4.2, all each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, directly or indirectly, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any Lien nature whatsoever (as defined belowcollectively, "Liens"). There Except as set forth in Schedule 4.2, there are no securities of the Company existing options, ----- calls or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, commitments of any character relating to the issued or unissued capital stock or other ownership interests in, or any other securities, securities of any subsidiary of, of the Company. Except as set forth in Section 3.2(b) of Schedule 4.2, and the Company Disclosure ScheduleStockholders Agreement, there are no outstanding contractual obligations voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound with respect to the voting of any shares of capital stock of the Company or any of its subsidiaries or with respect to the registration of the offering, sale or delivery of any shares of capital stock of the Company or any of its subsidiaries under the Securities Act. There are not any bonds, debentures, notes or other indebtedness of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on having the right to vote (or sell convertible into, or exchangeable for, securities having the same except as right to vote) on any matters on which stockholders of the Company may be provided as a matter of lawvote ("Voting Company Debt").. -------------------

Capitalization of the Company and its Subsidiaries. (a) The As of the date hereof and as of the Tender Offer Purchase Time, the authorized stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "45,000,000 Shares"), of which, as of September 30, 20001998, 5,681,156 8,235,806 Shares were issued and outstanding, and 15,510 5,000,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock")share, no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30October 31, 20001998, (i) 1,515,338 approximately 356,500 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans and other stock option plans, or agreements Plan referred to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since 2.14(a). Between September 30, 20001998 and the date hereof, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of Options, and between October 31, 1998 and the Company and date hereof no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section Sections 3.2(a) and 3.19 of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (as defined below), no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in other than the provisions of Section 3.2(a) of the Company Disclosure Schedule2.1, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of stock of the Company. (b) Except as set forth disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below) or any other limitation or restriction (including any restriction on the right to vote or sell the same except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for for, the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, securities of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 20,000,000 shares of Class A common stock, par value $.01 per share (the "Shares"), Common Stock of which, as of September 30July 31, 20001997, 5,681,156 Shares 4,910,880 shares of Common Stock were issued and outstanding, and 15,510 . All outstanding shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstanding. All capital stock of the outstanding Shares Company have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30Set forth in Schedule 2.2(a) are all outstanding options, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option planswarrants, or agreements other rights to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred purchase Riviera Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above or in Schedule 2.2, and in Section 3.2(a) except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Disclosure Schedule, Stock Plan and the Compensation Committee Plan outstanding as of the date hereofJuly 31, 1997, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company or its subsidiaries andCompany, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) and no obligation of the Company Disclosure Scheduleto issue, no obligations of the Company deliver or its subsidiaries to issue sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents, debenturesperformance shares, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (collectively collectively, "Company Securities"). As of the date hereof, except Except as set forth in Section 3.2(a) of the Company Disclosure Scheduleon Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Scheduleon Schedule 2.2 hereto, all each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable forall security interests, no options liens, claims, pledges, charges, voting agreements or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, encumbrances of any stock or other ownership interests innature whatsoever (collectively, or any other securities, of any subsidiary of, the Company"Liens"). Except as set forth in Section 3.2(b) of the Company Disclosure Scheduleon Schedules 1.10 and 2.2 hereto, there are no outstanding contractual obligations existing options, calls or commitments of any character relating to the Company issued or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of unissued capital stock or other ownership interests in equity securities of any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "of: 30,000,000 Shares"), of which, as of September 30August 31, 20001999, 5,681,156 14,209,179 Shares were issued and outstanding, outstanding and 15,510 shares of Series A-1 convertible preferred stock, par value $.01 per share (168,500 Shares were held in the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstandingCompany's treasury. All of the outstanding Shares have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30August 31, 20001999, (i) 1,515,338 1,522,870 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to Options. Between August 31, 1999 and the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of already in existence on August 31, 1999, and, between August 31, 1999 and the Company and date hereof, no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Scheduleabove, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exercisable or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries subsidiaries, and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (as defined below), no obligations of the Company or its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exercisable or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, hereof there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. (b) Except as set forth in Section 3.2(b2.2(b) of the Company Disclosure Schedule, all Schedule identifies each subsidiary of the Company as of the date hereof and shows the jurisdiction of incorporation or organization of each such subsidiary. All of the outstanding capital stock of the Company's subsidiaries (other than directors' qualifying shares in the case of certain foreign subsidiaries) is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).or

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists Company, immediately prior to the Closing, will consist of 14,984,490 shares of Class A common stock, par value $.01 per share (the "Shares"), i) 25,000,000 Shares of which, as of September 30the date hereof, 2000, 5,681,156 Shares were 13,266,131 are issued and outstanding, outstanding and 15,510 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion 500,000 shares of the outstanding Convertible Preferred Stock, no par value, of which (A) 250,000 shares have been designated Series A Participating Preferred Stock and (iii) 123,370 Shares were reserved for issuance upon the exercise of the Rights distributed to the holders of the Common Stock pursuant to the Company Rights Agreement and (B) none of which are issued and outstanding Warrantsas of the date hereof. All issued and outstanding Shares (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable, (iii) were issued in compliance with all applicable federal and state Laws concerning the issuance of securities and (iv) are free of preemptive rights. As of the date hereof, (i) 2,599,468 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options issued to directors, officers, employees and consultants pursuant to the Company's stock option plans (the "Company Stock Options") and (ii) 100,000 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of the warrant (the "WARRANT") to purchase 100,000 Shares, exercisable until December 31, 2001 at an exercise price of $3.181, issued to INK (AL) QRS: 12-21, Inc. Except as set forth in Section 3.2(a) of and to the extent publicly disclosed by the Company Disclosure Schedulein the Company SEC Reports (as hereinafter defined), since September 30March 23, 2000, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the already in existence on such date, and, since July 13, 2000, no Company and no options to acquire Shares Stock Options have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Scheduleabove, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) except for the Company Rights Agreement, no options or other rights to acquire from the Company or any of its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, ; and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or any of its subsidiaries or other similar rights (collectively including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or by to which it is bound relating to the voting or, except as set forth in of any shares of capital stock of the Company. Section 3.2(a) 4.2 of the Company Disclosure ScheduleSchedule sets forth information regarding the current exercise price, registration date of grant and number granted of Company Stock Options for each holder thereof. Following the Effective Time, no holder of Company Stock Options will have any right to receive shares of common stock of the CompanySurviving Corporation upon exercise of the Company Stock Options. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined belowhereinafter defined) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectlyindirectly of, of any capital stock or other ownership interests in, or any other securitiessecurities of, of any subsidiary of, of the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "LienLIEN" means, with respect to any asset (including including, without limitation limitation, any security), ) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "i) One Hundred Million (100,000,000) Shares"), of which, as of September 30November 6, 20002003, 5,681,156 Twelve Million Five Hundred and Eighty Five Thousand Nine Hundred and Sixty Three (12,585,963) Shares were issued and outstanding, ; and 15,510 (ii) Ten Million (10,000,000) shares of Series A-1 convertible preferred stock, par value $.01 0.001 per share (the "Convertible Company Preferred Stock"), none of which, which are outstanding as of September 30, 2000, 14,511 shares were outstandingthe date hereof. All of the outstanding Shares have been are and the Shares issuable upon exercise of the Company Stock Options, when issued in accordance with the Company Plan, would be validly issued and are fully paid paid, nonassessable and nonassessable, and free of not subject to any preemptive rights granted by the Companyrights. As of September 30November 6, 20002003, an aggregate of Five Million Six Hundred and Six Thousand Eight Hundred and Seven (i5,606,807) 1,515,338 Shares were reserved for issuance of which Four Million Two Hundred and Seventy Six Thousand and Twenty Four (4,276,024) Shares were issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Option Plans Company Plans. Between October 1, 2003 and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000date hereof, no shares of the Company's capital stock have been issued other than pursuant to the exercise of Company Stock Options or other stock-based employee benefit plans of already in existence on such first date, and between October 1, 2003 and the Company and date hereof, no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Scheduleabove, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries any Subsidiary convertible into or exchangeable for or exercisable for, shares of capital stock or other voting securities of the CompanyCompany or any Subsidiary, (iii) no options options, warrants or other rights to acquire from the Company or its subsidiaries andany Subsidiary, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or its subsidiaries any Subsidiary to issue any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or other voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matterSubsidiary, and (viv) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries any Subsidiary or other similar rights rights. All of the outstanding Shares and Company Stock Options (collectively "Company Securities") were issued in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding rights or obligations of the Company or its subsidiaries (absolute, contingent or otherwise) any Subsidiary to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights shares of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Sharesits capital stock or other ownership interests. Other than this Agreementthe Company Voting Agreements, there are no stockholder agreements, voting trusts or other agreements arrangements or understandings to which the Company, the Company Board or any Subsidiary is a party party, and to the Company's knowledge, there are no other agreements, voting trusts or by which it is bound other arrangements or understandings, relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock or other voting securities of the Company or any Subsidiary. Other than treasury stock as described in the Financial Statements, no Shares, Company Preferred Stock or Company Stock Options are owned by the Company or any Subsidiary. The Company has provided a true and complete list of all holders of outstanding Company Stock Options, the exercise or vesting schedule, the exercise price per share, and the term of each Company Stock Option, and whether such option is a nonqualified stock option or incentive stock option, and any restrictions on the Company's right to repurchase of the Shares underlying the options, in each case as of the date hereof. None of the terms of the Company Stock Options provides for accelerated vesting as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. The Company has not granted Company Stock Options to employees or consultants under any Company Plan at an exercise price of less than the fair market value per Share at the time of grant as determined in good faith by the Company Board. The terms of the Company Plans allow the Company Plans to be terminated at the Effective Time. (b) Except as set forth in Section 3.2(b) The Shares constitute the only class of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no equity securities of the Company or its subsidiaries convertible into Subsidiaries registered or exchangeable forrequired to be registered under the Securities Exchange Act of 1934, no options or other rights to acquire from as amended (the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of lawExchange Act").

Capitalization of the Company and its Subsidiaries. (a) The authorized stock share capital of the Company consists of 14,984,490 shares 250,000,000 Company Shares of Class A common stock, par value $.01 per share of US$0.0002. As of December 26, 2011 (the "Shares"“Capitalization Date”), of which, as of September 30, 2000, 5,681,156 (i) 141,365,622 Company Shares were issued and outstanding, outstanding (including Company Shares represented by Company ADSs and 15,510 shares of Series A-1 convertible preferred stock, par value $.01 per share 1,051,308 Company Shares issued to Company Depositary and reserved for future grants under the Company Share Incentive Plan); (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstanding. All of the outstanding ii) 150,000 Company Shares have been validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30, 2000, (i) 1,515,338 were reserved for issuance upon vesting of the Company Restricted Shares, and (iii) 17,417,586 Company Shares were reserved for issuance upon exercise of the Company Options. Section 3.2 of the Company Disclosure Schedule sets forth a complete and correct list of (A) all holders of Company Options, including such person’s name, the grant or issuance date, the number of Company Options (vested, unvested and total) held by such person as of the Capitalization Date, the exercise price for each such Company Option and the expiration date and (B) all holders of Company Restricted Shares, including such person’s name. The Company has made available to Parent accurate and complete copies of the Company Share Incentive Plan and the form of Award Agreements in respect of the Company Options and Company Restricted Shares granted as of the Capitalization Date. (b) From the Capitalization Date through the date of this Agreement, no options, warrants or other rights to purchase Company Shares have been issued or granted and no Company Shares have been issued other than the transfer of 4,492 Company Shares (represented by Company ADSs) by the Company Depositary to certain holders of Company Options and Company Restricted Shares upon the exercise of such Company Options and vesting of Company Restricted Shares. All the outstanding Company Shares are, and the Company Shares issuable upon the exercise of outstanding Company Stock Options and vesting of Company Restricted Shares will be, when issued pursuant to in accordance with the Option Plans terms thereof, duly authorized, validly issued, fully paid and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrantsnon-assessable. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Companyabove, (ii) no securities of in the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the CompanyVIE Contracts, (iii) no options or other rights to acquire from in the Company or its subsidiaries andDeposit Agreement, and except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Companytransactions contemplated by this Agreement, (iv1) there are no bondsauthorized or outstanding options, debentureswarrants, notes calls, preemptive rights, subscriptions or other indebtedness rights, agreements, arrangements or obligations commitments of any character (whether or not conditional) relating to the issued or unissued share capital of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible intoSubsidiaries, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of obligating the Company or any of its subsidiaries on Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any mattershare capital or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable or exercisable for such share capital or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, preemptive right, subscription or other right, agreement, arrangement or commitment, and (v2) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) Subsidiaries to repurchase, redeem or otherwise acquire any Company SecuritiesShares or other share capital of the Company or any of its Subsidiaries, or to make any payments based on the market price or value of shares or other share capital of the Company or its Subsidiaries. There are no Shares Other than the Company ADSs and the Company Deposit Agreement, the Company does not have outstanding subject any bonds, debentures, notes or other obligations the holders of which have the right to rights vote (or convertible into or exchangeable or exercisable for securities having the right to vote) with the shareholders of first refusal the Company on any matter. (c) All of the outstanding share capital of the Company’s wholly owned Subsidiaries (“Wholly Owned Subsidiaries”) has been duly authorized, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreementand validly issued, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company and is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is fully paid and nonassessable and owned by the Company, directly or indirectly, free and clear of any Lien (as defined belowhereinafter defined). There are no securities The outstanding share capital of the Company or Company’s Subsidiaries that are not Wholly Owned Subsidiaries (other than VIE and its subsidiaries convertible into or exchangeable forSubsidiaries) has been duly authorized, no options or other rights to acquire from and validly issued, and is fully paid and nonassessable and owned by the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or saleCompany, directly or indirectly, free and clear of any stock or Liens (other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Companythan Permitted Liens). For purposes of this Agreement, "“Lien" ” means, with respect to any asset (including including, without limitation limitation, any security), ) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 of: 20,000,000 shares of Class A common stock, par value $.01 per share (the "Shares"), of which, as of September 30, 2000, 5,681,156 Shares were issued Common Stock and outstanding, and 15,510 1,000,000 shares of Series A-1 convertible preferred stock, par value $.01 .001 per share (the "Convertible Preferred Stock"). As of June 25, 1998, 5,173,077 --------------- Shares of whichCommon Stock are issued and outstanding, as no shares of September 30, 2000, 14,511 shares were the Preferred Stock are outstanding. All of the outstanding Shares have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30June 25, 20001998, (i) 1,515,338 were a total of 1,016,129 Shares are reserved for issuance pursuant to outstanding Stock Options under the Company Stock Plans, of which (A) 65,321 Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1991 Stock Option Plan, (B) 476,004 Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1995 Stock Option Plan, (C) 469,804 Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1997 Stock Option Plan, (D) 5,000 Shares are reserved for issuance pursuant to outstanding Stock Options under the Company's 1997 Director Plan, and (E) assuming that the Option Cancellation Time were to occur on or about June 16, 1998, approximately 6,500 Shares would have been issuable upon the exercise of outstanding Company Purchase Plan Options under the Company's 1996 Employee Stock Options issued pursuant to the Option Plans and other stock option plansPurchase Plan at a price of $13.60 per Share. Since June 25, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 20001998, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company stock options already in existence on such date, and since June 25, 1998, no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of except for the Company Disclosure ScheduleRights to, as of among other things, purchase Series A Participating Preferred Stock issued pursuant to the date hereofRights Agreement, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or any of its subsidiaries andSubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries Subsidiaries to issue issue, any capital stock, voting securities securi- ties or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or any of its subsidiaries Subsidiaries or other similar rights (collectively collectively, "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding ------------------ obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company's subsidiaries , is owned by the Company, directly or indirectly, free and clear of any Lien (as defined belowhereinafter defined) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). All such shares have been validly issued, fully paid and nonasessable, and have been issued free of preemptive rights. There are no securities of the Company or any of its subsidiaries Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of its subsidiaries Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities, of any subsidiary securities of, any Subsidiary of the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary Subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any ---- asset (including includ- ing, without limitation limitation, any security)) any option, any claim, mortgage, lien, pledge, charge, security interest or encumbrance or restrictions of any kind in respect of such asset asset. (including c) The Shares and the Rights constitute the only class of equity securities of the Company or any restrictions of its Subsidiaries registered or required to be registered under the Exchange Act. (d) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of the Subsidiaries. (e) Other than as set forth on Section 6.2(e) of the right Company Disclosure Schedule, there is no outstanding material Indebtedness (as hereinafter defined) of the Company or any of its Subsidiaries. Except as identified in Section 6.2(e) of the Company Disclosure Schedule, no such Indebtedness of the Company or its Subsidiaries contains any restriction upon (i) the prepayment of such Indebtedness, (ii) the incurrence of Indebtedness by the Company or its Subsidiaries, respectively, or (iii) the ability of the Company or its Subsidiaries to vote grant any liens on its properties or sell assets. For purposes of this Agreement, "Indebtedness" shall include (i) all indebtedness ------------ for borrowed money or for the same except as may be provided as deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices, but excluding operating leases), (ii) any other indebtedness which is evidenced by a matter note, bond, debenture or similar instrument, (iii) all obligations under financing leases, (iv) all obligations in respect of law)acceptances issued or created, (v) all liabilities secured by any lien on any property, and (vi) all guarantee obligations. (f) Except for obligations incurred in connection with its incorporation or organization, or the negotiation and consummation of this Agreement and the Transactions, Acquisition Sub has not incurred any obligation or liability or engaged in any business or activity of any type or kind whatsoever or entered into any agreement or arrangement with any person or entity.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "110,000,000 Shares"), of which, as of September 30the close of business on October 13, 20001999, 5,681,156 41,028,672 Shares were issued and outstanding, outstanding (of which 644,100 are held in treasury by the Company's European subsidiary) and 15,510 5,000,000 shares of Series A-1 convertible preferred stock, par value $.01 0.001 per share (the "Convertible Preferred Stock")share, no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30the close of business on October 13, 20001999, (i) 1,515,338 approximately 9,742,570 Shares were reserved for issuance and, as of the close of business on October 13, 1999, 7,762,336 Shares were issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options Options. For purposes hereof, "Company Stock Option" means any option, warrant or other right to purchase Shares. Between the close of business on October 1, 1999 and the date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options already in existence on such date and, between the Option Plans close of business on October 1, 1999 and other the date hereof, no stock option plansoptions have been granted, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and or in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting other securities of the Company, (iii) no options options, preemptive or other rights to acquire from the Company or any of its subsidiaries subsidiaries, and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (as defined below), no obligations of the Company or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting other securities of the Company, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except there are no outstanding rights or obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. (b) Except . The Company has not voluntarily accelerated the vesting of any Company Stock Options as set forth in Section 3.2(b) a result of the Company Disclosure Schedule, all of Offer or the outstanding stock Merger or any other change in control of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of 14,984,490 100,000,000 shares of Class A common stock, par value $.01 per share of the Company (the "Shares"), of which, as of September 30January 31, 2000, 5,681,156 14,670,560 Shares were issued and outstanding, and 15,510 10,000,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock")share, no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30January 31, 2000, (i) 1,515,338 approximately 2,040,652 Shares were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30January 31, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Company Option Plans. Except as set forth above and in Section Sections 3.2(a) of the Company Disclosure Schedule, and except for the Rights, the Prism Equity Value Plan-I and the Prism Equity Value Plan-II, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).

Capitalization of the Company and its Subsidiaries. (a) The As of the date hereof, the authorized stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "15,000,000 Shares"), of which, as of September 30May 31, 20001999, 5,681,156 8,005,802 Shares were issued and outstanding, and 15,510 1,000,000 shares of Series A-1 convertible preferred stock, par value $.01 0.001 per share (the "Convertible Preferred Stock")share, no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30May 31, 20001999, (i) 1,515,338 approximately 1,182,210 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans and other stock option plans, or agreements referred to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of 2.10. Between May 31, 1999 and the Company Disclosure Schedule, since September 30, 2000date hereof, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of Options, and between May 31, 1999 and the Company and date hereof no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (defined herein), no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights rights, and (vi) the Rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of stock of the Company. (b) Except as set forth disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (defined herein) or any other limitation or restriction (including any restriction on the right to vote or sell the same except as defined belowmay be provided as a matter of law). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for for, the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, securities of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share of: (the "i) 250,000,000 Shares"), of which, as of September 30, 2000, 5,681,156 which 70,218,397 Shares were issued and outstandingoutstanding and 3,052 shares of which were held in the Company's treasury, in each case, as of the close of business on May 21, 1999, and 15,510 (ii) 10,000,000 shares of Series A-1 convertible preferred stock, par value $.01 .001 per share (the "Convertible Preferred Stock")share, no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the issued and outstanding Shares have been validly issued issued, and are duly authorized, fully paid and nonassessablepaid, non-assessable and free of preemptive rights granted by the Companyrights. As of September 30May 21, 20001999, (i) 1,515,338 5,176,485 Shares were reserved for issuance upon the exercise of outstanding Company Stock Options issued issuable pursuant to awards that have been granted under the Directors Restricted Stock Plan, the Option Plans Plan and other stock option plans, or agreements to which the Directors' Option Plan. Except for the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, Rights and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Scheduleabove, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively including stock appreciation rights) (collectively, "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by to which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of capital stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined belowhereinafter defined) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).obligation

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 of: 100,000,000 shares of Class A common stock, par value $.01 per share (the "Shares")Company Common Stock, of which, as of September 30December 31, 20001997, 5,681,156 Shares 6,812,500 shares of Company Common Stock were issued and outstanding, and 15,510 2,000,000 shares of Series A-1 convertible preferred stock, no par value $.01 per share (the "Convertible Preferred Stock")share, no shares of which, as of September 30, 2000, 14,511 shares were outstandingwhich are issued. All of the outstanding Shares shares of Company Common Stock have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30December 31, 20001997, (i) 1,515,338 approximately 909,500 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plansCompany Plan. Since December 31, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 20001997, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and already in existence on such date, and, since December 31, 1997, no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereofabove, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries andSubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or its subsidiaries Subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries Subsidiaries or other similar rights (collectively collectively, "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section on Schedule 3.2(b) of the disclosure schedule delivered by the Company to Parent concurrently herewith (the "Disclosure Schedule") or as publicly disclosed by the Company, all of the outstanding capital stock of the Company's subsidiaries each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien (as defined belowhereinafter defined) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities, of any subsidiary securities of, the Companyany Subsidiary. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the CompanySubsidiary. For purposes of this Agreement, "Lien" means, with respect to any asset (including including, without limitation limitation, any security), ) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "of: 20,000,000 Shares"), of which, as of September 30March 17, 20001997, 5,681,156 4,411,678 Shares were issued and outstanding, and 15,510 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstanding. All of the outstanding Shares have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30March 17, 20001997, (i) 1,515,338 84,730 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plansCompany Plan. Since December 11, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 20001996, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and already in existence on such date, and, since October 16, 1996, no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereofabove, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) except as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule, no options or other rights to acquire from the Company or its subsidiaries andSubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or its subsidiaries Subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bonds, debentures, notes or other indebtedness or obligations except as set forth in Section 2.2(a)(iv) of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) Disclosure Schedule no equity equivalent equivalents, interests in the ownership or earnings of the Company or its subsidiaries Subsidiaries or other similar rights (collectively including stock appreciation rights) (collectively, "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal Except as set forth in Section 2.2(a) of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this AgreementDisclosure Schedule, there are no stockholder agreementsagreements (other than the Stockholders Agreement), voting trusts or other agreements or understandings to which the Company is a party or by to which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of each of the Company's subsidiaries Subsidiaries is owned directly by the Company, directly or indirectly, free and clear of any Lien (as defined below) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities, of any subsidiary securities of, any Subsidiary of the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary Subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including including, without limitation limitation, any security), ) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of 14,984,490 25,800,000 shares of Class A common stock, par value $.01 per share (the "Shares")Preferred Stock, of whichwhich 25,000,000 are designated Series B Stock and 800,000 are designated Series A Stock, as and 40,000,000 shares of September 30Common Stock. As of February 20, 20002007, 5,681,156 Shares 13,972,365 shares of Common Stock were issued and outstanding, and 15,510 149,962 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), A Stock were issued and outstanding and 4,500,000 shares of which, as of September 30, 2000, 14,511 shares Series B Stock were outstanding. All such shares of Common Stock, Series A Stock and Series B Stock outstanding as of such date have been duly authorized, validly issued, and are fully paid, nonassessable and free of preemptive rights or other similar rights. The Company has no commitments to issue or deliver any shares of Common Stock, except that, as of February 20, 2007, a total of 1,090,265 shares of Common Stock were reserved for issuance pursuant to outstanding Company Options, 702,680 shares of Common Stock were reserved for issuance pursuant to outstanding Company Common Warrants, 8,283,000 shares of Series B Stock were reserved for issuance pursuant to outstanding warrants to purchase Series B Stock, 22,077 shares of Common Stock were required for issuance upon conversion and in accordance with the terms of outstanding Debentures, 458,134 shares of Common Stock were reserved for issuance upon conversion of outstanding shares of Series A Preferred Stock and 12,783,000 shares of Common Stock were reserved for issuance upon conversion of shares of Series B Stock (both outstanding and issuable upon exercise of warrants to purchase Series B Stock). All outstanding Company Options are governed by the terms and conditions of the Company’s 2003 Stock Plan and the standard form of stock option agreement used for such plans, respectively. All outstanding Company Common Warrants are governed by the terms and conditions of a warrant agreement, the form of which is included as an exhibit to a Company Report. Except as set forth in this paragraph, there are no authorized or outstanding debt or equity securities of the Company, and the Company has no obligations to authorize or issue additional debt or equity securities of the Company. (b) As of the date hereof, the number of shares of Common Stock into which each outstanding share of Series A Stock is convertible is 3.055; the number of shares of Common Stock into which each outstanding share of Series B Stock is convertible is 1.0; and the voting power of each outstanding share of Series B Stock in any matter presented to the holders of the Company’s capital stock voting as a single class is 0.81833 per share (compared to 1.0 per share for each outstanding share of Common Stock). (c) Each of the outstanding Shares have been shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued and are issued, fully paid and nonassessable, and free of preemptive rights granted owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As Section 5.1 of September 30the Company Disclosure Schedule sets forth a correct and complete list of all such capital stock or other securities. Except as set forth above, 2000there are no shares of capital stock of the Company or any of its Subsidiaries authorized, (i) 1,515,338 were reserved for issuance upon the exercise of reserved, issued or outstanding Company Stock Options issued pursuant to the Option Plans and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock option plansappreciation rights, redemption rights, repurchase rights, convertible, exercisable, or agreements exchangeable securities of the Company or any of its Subsidiaries or other agreements, arrangements or commitments of any character to which the Company or any of its subsidiaries Subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon party relating to the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or unissued share capital or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities ownership interest of the Company or any of its subsidiaries convertible into Subsidiaries or exchangeable for shares of stock or voting any other securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling Subsidiaries convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or its Subsidiaries, and no securities evidencing such rights are authorized, issued or outstanding. Except as set forth above, the Company does not have outstanding any bonds, debentures, notes or other obligations the holders thereof to of which have the right to vote (or which are convertible into, or exchangeable into or exercisable or exchangeable for, for securities entitling the holders thereof to have having the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and . (vd) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which it is bound relating with respect to the voting or, except as set forth in Section 3.2(a) of any of the Company Disclosure Schedule, registration of any shares of capital stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities None of the Company or any of its subsidiaries convertible into Subsidiaries is obligated under any registration rights or exchangeable for, no options or other rights similar agreements to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, register any shares of any capital stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance Subsidiaries on behalf of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)Person.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "i) 120 million Shares"), of which, as of September November 30, 2000, 5,681,156 45,518,647 Shares were issued and outstanding, excluding 2,734,083 Shares held in the Company's treasury, (each together with a Share purchase right (the "Rights") issued pursuant to the Stockholder Rights Plan dated as of August 17, 1994 (the "Rights Plan") between the Company and 15,510 The Bank of New York, as Rights Agent), (ii) 22 million shares of Series A-1 convertible preferred stock, par value $.01 5.00 per share (the "Convertible Preferred Stock")share, of which, as of September November 30, 2000, 14,511 410,643 Preferred Shares were issued and outstanding and 150,000 shares were designated as Series A Participating Preferred Stock and were reserved for issuance under the Rights Plan and (iii) 8 million shares of preference stock, par value $2.50 per share, no shares of which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September November 30, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 5,194,720 Shares were reserved for issuance upon pursuant to outstanding Company Stock Options. Between August 1, 2000 and the conversion date of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000Original Agreement, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans already in existence on the date of the Company Original Agreement, and between August 1, 2000 and the date of the Original Agreement no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except (i) as set forth above above, (ii) for 168,786 Shares issuable pursuant to performance-based restricted stock or deferred stock units and in Section 3.2(a(iii) of for the Company Disclosure ScheduleRights, as of the date hereofNovember 30, 2000, there are issued, reserved for issuance, or were outstanding (iA) no shares of capital stock or other voting securities of the Company, (iiB) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iiiC) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (vD) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure ScheduleOriginal Agreement, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, repurchase redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries (other than director's qualifying shares in the case of foreign subsidiaries) is owned by the Company, or one of its subsidiaries, directly or indirectly, free and clear of any material Lien or any other material limitation or restriction (including any restriction on the right to vote or sell the same except as defined below)may be provided as a matter of law) and except for any Liens which are incurred in the ordinary course of business. There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for for, the issuance or sale, directly or indirectly, by the Company or any of its subsidiaries of any capital stock or other ownership interests in, in or any other securities, securities of any subsidiary of, of the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "30,000,000 Shares"), of which, as of September 30, 2000, 5,681,156 the date hereof 15,062,933 Shares were are issued and outstanding, and 15,510 6,000,000 shares of Series A-1 convertible preferred stock, par value $.01 0.10 per share (the "Convertible Preferred Stock")share, of which, as of September 30the date hereof, 2000, 14,511 no shares were are issued and outstanding. All of the issued and outstanding Shares have been are validly issued and are issued, fully paid and nonassessable, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30the date hereof, 2000the Company has two equity incentive plans under which on the date hereof, (i) 1,515,338 were reserved options for issuance upon a total of 517,738 Shares are outstanding, of which 271,500 are exercisable. Except as set forth above or pursuant to the exercise of outstanding Options, there are not as of the date hereof, and at the Effective Time there will not be, any shares of capital stock of the Company Stock Options issued pursuant or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character relating to issued or unissued capital stock or other securities of the Option Plans and other stock option plansCompany, or agreements to which otherwise obligating the Company or any of its subsidiaries is a partyto issue, transfer or sell any of such securities. Following the Merger, the Company will have no obligation to issue, transfer or sell any shares of its capital stock or other securities of the Company pursuant to any employee benefit plan or otherwise. (iib) 967,448 Shares were reserved for issuance upon the conversion All of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise shares of the outstanding Warrants. Except as set forth in Section 3.2(a) capital stock of the Company Disclosure Schedule, since September 30, 2000, no shares each of the Company's stock subsidiaries have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are validly issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of fully paid and nonassessable and are owned by either the Company or its subsidiaries convertible into free and clear of all material liens, charges, claims or exchangeable for shares encumbrances. (c) The Shares constitute the only class of stock or voting equity securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling registered or required to be registered under the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the CompanyExchange Act. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 60,000,000 shares of Class A common stock, par value $.01 per share (the "Shares"), of which, as of September 30, 2000, 5,681,156 Shares were issued and outstandingCompany Common Stock, and 15,510 (ii) 5,000,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 which 500,000 shares were outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Companydesignated Series A Preferred Stock. As of September 30December 17, 20001999 (the "Capitalization Date"), (i) 1,515,338 22,355,201 shares of Company Common Stock were issued and outstanding; (ii) 3,720,444 shares of Company Common Stock were subject to outstanding options issued pursuant to the Company Option Plans (with an average weighted exercise price of $12.76), options with respect to an additional 539,384 shares of Company Common Stock were authorized, but not yet issued and 4,259,828 shares, in the aggregate, were reserved for issuance upon exercise of such outstanding options and such authorized, but not yet issued, options; (iii) no shares of Company Common Stock were issued and held in the treasury of the Company; and (iv) no shares of Preferred Stock were issued and outstanding. All the outstanding Shares are, and the exercise of outstanding options described in the second sentence of this Section 3.2 will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth in Section 3.2 of the Company Disclosure Schedule, since the Capitalization Date, there have been no issuances of shares of the capital stock or other securities of the Company and of options, warrants and rights with respect to shares of Company Common Stock Options issued or other securities of the Company, other than issuances of shares of Company Common Stock pursuant to options outstanding on the Capitalization Date as fully reflected on Section 3.2 of the Company Disclosure Schedule. Except as set forth in Section 3.2 of the Company Disclosure Schedule, and except as set forth above and except for the Company's obligations under the Rights Agreement, dated as of October 5, 1998 (the "Company Rights Agreement"), between the Company and State Street Bank and Trust Company, as rights agent, and except for the transactions contemplated by this Agreement and the Option Plans and Agreement, (1) there are no shares of capital stock of the Company authorized, issued or outstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued capital stock option plansof the Company or any of its subsidiaries, or agreements to which obligating the Company or any of its subsidiaries is a partyto issue, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stocktransfer or sell or cause to be issued, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no transferred or sold any shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of equity interest in the Company or any of its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock such shares or voting securities equity interests, or obligating the Company or any of the Companyits subsidiaries to grant, (iv) no bondsextend or enter into any such option, debentureswarrant, notes call, subscription or other indebtedness right, agreement, arrangement or commitment and (3) there are no outstanding contractual obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts shares or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) capital stock of the Company Disclosure Scheduleor any of its subsidiaries, registration or to make any payments based on the market price or value of any shares of or other capital stock of the CompanyCompany or any of its subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any subsidiary or any other entity other than loans to subsidiaries in the ordinary course of business. (b) Except as set forth in Section 3.2(b) 3.2 of the Company Disclosure Schedule, all of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingenthereinafter defined) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securitieslimitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of any subsidiary ofLaw), the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, and there are no outstanding contractual obligations of irrevocable proxies with respect to such capital stock, in each case except for such failures to own and for such proxies that have not had, and would not be reasonably expected to have, individually or in the Company or its subsidiaries to repurchaseaggregate, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including including, without limitation limitation, any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of 14,984,490 100,000,000 shares of Class A common stock, par value $.01 per share of the Company (the "Shares"), of which, as of September 30January 31, 2000, 5,681,156 14,670,560 Shares were issued and outstanding, and 15,510 10,000,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock")share, no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30January 31, 2000, (i) 1,515,338 approximately 2,040,652 Shares were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30January 31, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Company Option Plans. Except as set forth above and in Section Sections 3.2(a) of the Company Disclosure Schedule, and except for the Rights, the Prism Equity Value Plan-I and the Prism Equity Value Plan-II, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).date

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 of: 22,000,000 shares of Class A common stock, par value $.01 per share (the "Shares")Common Stock, of which, which as of September 30the date hereof, 2000, 5,681,156 Shares were 4,159,253 shares are issued and outstanding, and 15,510 ; 3,000,000 shares of Series A-1 convertible preferred stockClass B Common Stock, no par value $.01 per share (the "Convertible Preferred Class B Common Stock"), of which, which as of September 30the date hereof, 20002,050,071 shares are issued and outstanding; and 3,000,000 shares of Preferred Stock, 14,511 of which as of the date hereof, 1,222,221 shares were have been issued in series designated as the Series A Redeemable Convertible Preferred Stock, and are issued and outstanding. (The Class A Common Stock and the Class B Common Stock are herein sometimes collectively referred to as the "Company Common Stock" and the Preferred Stock is sometimes referred to as the "Company Preferred Stock".) All of the issued and outstanding Shares shares of Company Common Stock and Company Preferred Stock have been duly authorized, validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by rights, except as set forth in the CompanyCompany Disclosure Schedule. As the date hereof, approximately 434,200 shares of September 30Class A Common Stock are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options to purchase Class A Common Stock ("Company Options") issued pursuant to the Management Incentive Plan and the Outside Directors Incentive Plan (the "Company Plans") and 833,611 shares of Class A Common Stock are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding warrants to purchase Class A Common Stock ("Company Warrants"). Section 3.2(a) of the Company Disclosure Schedule sets forth, 2000as of the date hereof, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding persons to whom Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a partyWarrants have been granted, (ii) 967,448 Shares were reserved the exercise price for issuance upon the conversion of the outstanding Convertible Preferred Stock, Company Options and Company Warrants held by each such person and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrantswhether such Company Options are exercisable. Except as set forth described in the Company Filed SEC Reports (as defined below) and as disclosed in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, since September 30January 31, 2000, 1996 (i) no shares of the Company's capital stock have been issued other than pursuant to the exercise of Company Stock Options or other stock-based employee benefit plans of the Company and (ii) no stock options to acquire Shares have been granted other than pursuant to by the Option PlansCompany. Except as set forth above and or in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries any Company Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options options, warrants or other rights to acquire from the Company or its subsidiaries andany Company Subsidiary, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or its subsidiaries any Company Subsidiary to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries any Company Subsidiary or other similar rights (collectively including stock appreciation rights) (the items listed in subclauses (i), (ii), (iii) and (iv) being referred to, collectively, as "Company Securities"). As ) and (v) no obligations of the date hereofCompany or any Company Subsidiary to repurchase, except redeem or otherwise acquire any Company Securities. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by to which it is bound relating to the voting or, except or registration of any shares of capital stock of the Company. Except as set forth disclosed in Section 3.2(a) of the Company Disclosure Schedule, registration of the Company has not taken any shares of stock action that would result in any Company Stock Options that are unvested becoming vested in connection with or as a result of the Companyexecution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (b) Except The direct or indirect interest of the Company in each Company Subsidiary, as set forth described next to the name of such Company Subsidiary in Section 3.2(b3.1(a) of the Company Disclosure Schedule, all is the only direct or indirect interest of the Company in such Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary that is a corporation is duly authorized, validly issued, fully paid and nonassessable and each share of capital stock and/or each other direct or indirect interest of the Company's subsidiaries Company in each Company Subsidiary described in Section 3.1(a) of the Company Disclosure Schedule as being owned by the Company or a Company Subsidiary is owned by the Company, directly Company or indirectly, a Company Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any Lien nature whatsoever (collectively, "Liens"), except where failure to own such shares or other interests free and clear could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and except for the pledge of stock of Company Subsidiaries to Creditanstalt-Bankverein. Except as defined below). There set forth in Schedule 3.2(b) of the Company Disclosure Schedule and except as contemplated by this Agreement, there are no securities of the Company or its subsidiaries any Company Subsidiary convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries any Company Subsidiary, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of, any capital stock of any stock or other ownership interests in, or any other securities, of any subsidiary securities of, the Companyany Company Subsidiary. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries any Company Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in or make any subsidiary other investment (in the form of a loan, capital contribution of otherwise) in any Company Subsidiary or any other person. (c) The Class A Common Stock constitutes the only class of securities of the Company. For purposes Company or any Company Subsidiary registered or required to be registered under the Securities Exchange Act of this Agreement1934, as amended (the "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of lawExchange Act").

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 1,100,000 Common Shares, of which 935,452 shares are issued and outstanding (excluding treasury shares) as of the date that is three Business Days prior to the date of this Agreement (the “Measurement Date”) and 100,000 shares of Class A common stockPreferred Stock, par value $.01 0.01 per share (the "Shares")share, none of which, which is issued and outstanding as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 shares the date of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstandingthis Agreement. All of the issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30the Measurement Date, 2000there are Stock Options to purchase in the aggregate 74,400 Common Shares. As of the Measurement Date, 22,179 shares of capital stock are held by the Company as treasury shares. Schedule 3.6(a) sets forth, as of the Measurement Date, (i) 1,515,338 were reserved for issuance upon the exercise all holders of record of issued and outstanding Company Stock Options issued pursuant to the Option Plans Common Shares and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion all holders of the an outstanding Convertible Preferred StockStock Option, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) together with the stockholders grant date, vesting schedule, exercise price and number of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Common Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Companythereto for such Stock Options. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below3.6(a). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations options, warrants, rights, preemptive rights or other similar rights or other securities convertible into or exchangeable or exercisable for shares of the capital stock of the Company, any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares or for the repurchase or redemption of shares of the capital stock of the Company or its subsidiaries any other agreements of any kind which may obligate the Company to repurchaseissue, purchase, redeem or otherwise acquire any of its capital stock. (c) The outstanding shares of capital stock or other ownership interests in any subsidiary of the Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. For purposes The Company or one or more of this Agreementits Subsidiaries owns of record and beneficially all the issued and outstanding shares of capital stock of such Subsidiaries free and clear of any Liens, "Lien" meansother than Permitted Liens. There are no outstanding options, with respect to warrants, rights, preemptive rights or other similar rights or other securities exercisable or exchangeable for any asset (including without limitation any security)capital stock of such Subsidiaries, any mortgageother commitments or agreements providing for the issuance of additional shares, lien, pledge, charge, security interest the sale of treasury shares or encumbrance for the repurchase or redemption of shares of such Subsidiaries’ capital stock or any other agreements of any kind in respect which may obligate any Subsidiary of such asset (including the Company to issue, purchase, register for sale, redeem or otherwise acquire any restrictions on the right to vote or sell the same except as may be provided as a matter of law)its capital stock.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 of: (i) 125,000,000 shares of Class A common stockCompany Common Stock, par value $.01 .001 per share (the "Shares")share, of which, which 16,592,863 shares are issued and outstanding as of September 30, 2000, 5,681,156 Shares were issued the date hereof and outstanding, and 15,510 (ii) 25,000,000 shares of Series A-1 convertible preferred stock, par value $.01 .001 per share (the "Convertible Preferred Stock")share, of which, which no shares are issued and outstanding as of September 30, 2000, 14,511 shares were outstandingthe date hereof. All of the outstanding Shares have been are duly authorized, validly issued and are issued, fully paid and nonassessable, non-assessable and are free of preemptive rights granted by the Companyrights. As of September 30, 2000the date hereof, (iA) 1,515,338 were 6,000,000 Shares are reserved for issuance under the Company's Long-Term Incentive Plan, of which 914,500 Shares are issuable upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a partyoptions granted thereunder, (iiB) 967,448 1,000,000 Shares were are reserved for issuance upon under the conversion Company's Director Option Plan, of the outstanding Convertible Preferred Stock, and (iii) 123,370 which 50,000 Shares were reserved for issuance are issuable upon the exercise of options granted thereunder, (C) options to purchase 1,600,000 Shares upon the outstanding exercise of non-plan options granted to directors and executive officers of the Company are outstanding, and (D) 1,950,275 Shares are available for purchase pursuant to the Company Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Scheduleimmediately preceding sentence, since September 30, 2000, there are no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans outstanding under any Company Option Plan and no Shares subject to any Company Warrant. (b) As of the date hereof, the Company and no options to acquire Shares have been granted other than pursuant to has issued convertible promissory notes in the Option Plans. aggregate principal amount of $820,000, which, at each holder's option, are convertible, on a dollar-for-dollar basis, into Company Common Stock at $2.00 per share (the "CONVERTIBLE NOTES"). (c) Except as set forth above and in this Section 3.2(a) of the Company Disclosure Schedule3.2, as of the date hereof, there are issued, reserved for issuance, or no outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options or other rights to acquire from the Company or any of its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible intoissue, any capital stock, voting securities, or exercisable securities convertible into or exchangeable for, for capital stock or voting securities entitling the holders thereof to have the right to vote) with the stockholders of the Company Company; or any of its subsidiaries on any matter(iv) equity equivalents, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries Company, or other similar rights (collectively including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). As of the date hereof, except Except as set forth in Section 3.2(a) 3.2 of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or by to which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of capital stock of the CompanyCompany (other than the applicable Voting Agreement). (bd) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below)) or any other limitation or restriction (including, without limitation, any restriction on the right to vote or sell the same) except as may be provided as a matter of Law. There Except as set forth in this Section 3.2, there are no debt or equity securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries subsidiaries, and no other contract, understanding, arrangement arrangement, or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectlyindirectly of, of any capital stock or other ownership interests in, or any other securitiessecurities of, of any subsidiary of, of the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem redeem, or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. None of the Company's subsidiaries owns any capital stock of the Company. For purposes of this Agreement, "LienLIEN" means, with in respect to of any asset (including without limitation any security), ) any mortgage, lien, pledge, charge, security interest interest, or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The As of December 19, 2013, the authorized capital stock of the Company consists of 14,984,490 50,000,000 shares of Class A common stock, par value $.01 per share (the "Shares")Common Stock, of which, as of September 30, 2000, 5,681,156 Shares were which 14,644,626 shares are issued and 14,348,954 shares are outstanding. There are no shares of preferred stock authorized under the Governing Documents of the Company, and 15,510 no shares of Series A-1 convertible preferred stockstock of the Company are issued or outstanding. As of December 19, par value $.01 per share 2013 are outstanding employee stock options to purchase an aggregate of 2,491,293 shares of Common Stock (of which options to purchase an aggregate of 1,531,644 are exercisable and RSUs with respect to an aggregate of 28,000 shares of Common Stock (of which zero RSUs are vested). Each such stock option or RSU was granted under and in accordance with the "Convertible Preferred Stock"), terms of which, as of September 30, 2000, 14,511 shares were outstandingthe Company Stock Option Plans. All of the issued and outstanding Shares shares of Common Stock are duly authorized, validly issued and fully paid and nonassessable and all shares of Common Stock that may be issued pursuant to any stock option or RSU will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and fully paid, and, in each case, are and will be free and clear of any preemptive rights, restrictions on transfer (other than restrictions under applicable federal, state and other securities laws) or Liens (other than Permitted Liens). Except as set forth on Schedule 4.2(a) of the Company Disclosure Schedules, as of the date of this Agreement, there are no outstanding (i) other equity securities of the Company, (ii) securities of the Company convertible into or exchangeable for equity securities of the Company, or (iii) options or other rights to acquire from the Company, and no obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company. As of the date hereof, all issued and outstanding shares of Common Stock are held of record by the Persons and in such amounts as set forth on Schedule 4.2(a) of the Company Disclosure Schedules. As of the Closing, all of the issued and outstanding shares of Common Stock will be held of record by the Persons and in such amounts as set forth on the Merger Consideration Allocation Schedule. Schedule 4.2(a) of the Company Disclosure Schedules sets forth a true and complete list, as of the date hereof, of all holders of Current Options, including, with respect to each holder thereof, as applicable, (i) whether each such Current Option, is vested or unvested as of the date of this Agreement, and whether such Current Option is subject to vesting as a result of the transactions herein, (ii) the exercise price per underlying share, if applicable, (iii) the term of each such Current Option, (iv) whether such Current Option is a nonqualified stock option or incentive stock option and (v) whether the optionee is an employee of the Company on the date hereof. Prior to the date hereof, the Company has provided to Parent a copy of each form of award agreement that evidences the grant of Current Options and RSUs, and, to the extent that any award has been granted that is evidenced by an award agreement that deviates from such form, the Company has provided to Parent a copy of such award agreement. Other than the Company Stock Option Plans, the Company does not have, and never has had, a stock option, stock incentive, phantom stock, stock-based performance, restricted stock unit, equity option or other equity or equity-based award plan. The Company does not have in place any management “carve out” plan. The Company has made available to Parent all Contracts containing rights to indemnification for acts or omissions occurring prior to or as of the Closing Date in favor of the Covered Parties, whether located in Governing Documents, indemnity agreements or as provided pursuant to a resolution of the Company Board or the board of directors of such Subsidiary, or otherwise. (b) Except as set forth on Schedule 4.2(b) of the Company Disclosure Schedules the Company and its Subsidiaries do not directly or indirectly own any equity, debt or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, or control of, directly or indirectly, any other Person, and the Company and its Subsidiaries are not, directly or indirectly, a party to, member of or partner in any partnership, joint venture or similar business entity. Schedule 4.2(b) of the Company Disclosure Schedules sets forth the name, owner, jurisdiction of formation or organization (as applicable) and percentages of outstanding equity securities owned, directly or indirectly, by the Company and each of its Subsidiaries, with respect to each Person of which the Company and each of its Subsidiaries own directly or indirectly, any equity, debt or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity interest. Except as set forth on Schedule 4.2(b) of the Company Disclosure Schedules, all outstanding equity securities of each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable, are free and free clear of any preemptive rights granted by the Company. As of September 30, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant except to the Option Plans extent provided by Applicable Law and other stock option plans, or agreements to which than such rights as may be held by the Company or any its Subsidiaries), restrictions on transfer (other than restrictions under applicable federal, state and other securities laws) or Liens (other than Permitted Liens) and are owned, beneficially and of record, by the Company or its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding WarrantsSubsidiaries. Except as set forth in Section 3.2(aon Schedule 4.2(b) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereofSchedules, there are issued, reserved for issuance, or outstanding no (i) no shares of stock or other voting securities of the Company, (ii) no outstanding equity securities of the Company or its subsidiaries Subsidiaries, (ii) outstanding subscriptions, preemptive rights, warrants, calls or options to acquire, or instruments convertible into or exchangeable for shares of stock for, or voting securities of the Company, (iii) no options agreements or other rights understandings with respect to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations any equity interests of the Company or its subsidiaries to issue any stockSubsidiaries, (iii) Liens, proxies, voting securities or securities convertible into or exchangeable for stock trusts, or voting securities agreements with respect to the sale, issuance or voting of any equity interests or shares of common stock (whether outstanding or issuable upon the conversion, exchange or exercise of outstanding shares of common stock) of the CompanyCompany or its Subsidiaries, (iv) and no bonds, debentures, notes or other indebtedness or obligations Indebtedness of the Company or any of its subsidiaries entitling the holders thereof to have having the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have having the right to vote) with on any matters on which holders of the stockholders equity interests or securities of the Company may vote, (iv) obligations to redeem, repurchase or any otherwise acquire shares of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings common stock of the Company or its subsidiaries Subsidiaries and (v) outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights (collectively "Company Securities"). As of the date hereofwith respect to capital stock of, except as set forth in Section 3.2(a) of or other equity or voting interests in, the Company Disclosure Scheduleor its Subsidiaries; in each case of clauses (ii) or (iii) above, there are no outstanding obligations pursuant to any Applicable Law (other than any limitations or restrictions on transferability under any federal or state securities or “blue sky” laws), any Governing Document of the Company or its subsidiaries (absolute, contingent Subsidiaries or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings Contract to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there Subsidiaries are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)party.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "30,000,000 Shares"), of which, as of September 30, 2000, 5,681,156 the date hereof 15,062,933 Shares were are issued and outstanding, and 15,510 6,000,000 shares of Series A-1 convertible preferred stock, par value $.01 0.10 per share (the "Convertible Preferred Stock")share, of which, as of September 30the date hereof, 2000, 14,511 no shares were are issued and outstanding. All of the issued and outstanding Shares have been are validly issued and are issued, fully paid and nonassessable, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30the date hereof, 2000the Company has two equity incentive plans under which on the date hereof, (i) 1,515,338 were reserved options for issuance upon a total of 517,738 Shares are outstanding, of which 271,500 are exercisable. Except as set forth above or pursuant to the exercise of outstanding Options, there are not as of the date hereof, and at the Effective Time there will not be, any shares of capital stock of the Company Stock Options issued pursuant or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character relating to issued or unissued capital stock or other securities of the Option Plans and other stock option plansCompany, or agreements to which otherwise obligating the Company or any of its subsidiaries is a partyto issue, transfer or sell any of such securities. Following the Merger, the Company will have no obligation to issue, transfer or sell any shares of its capital stock or other securities of the Company pursuant to any employee benefit plan or otherwise. (iib) 967,448 Shares were reserved for issuance upon the conversion All of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise shares of the outstanding Warrants. Except as set forth in Section 3.2(a) capital stock of the Company Disclosure Schedule, since September 30, 2000, no shares each of the Company's stock subsidiaries have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are validly issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of fully paid and nonassessable and are owned by either the Company or its subsidiaries convertible into free and clear of all material liens, charges, claims or exchangeable for shares encumbran ces. (c) The Shares constitute the only class of stock or voting equity securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling registered or required to be registered under the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the CompanyExchange Act. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 of: 20,000,000 shares of Class A common stock, par value $.01 per share (the "Shares")Company Common Stock, of which, as of September 30June 15, 20001998, 5,681,156 Shares 7,809,801 shares of Company Common Stock were issued and outstanding, and 15,510 2,000,000 shares of Series A-1 convertible preferred stock, par value $.01 0.01 per share (the "Convertible Preferred Stock")share, no shares of which, as of September 30, 2000, 14,511 shares were which are issued or outstanding. All of the outstanding Shares shares of Company Common Stock have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30June 15, 20001998, (i) 1,515,338 approximately 675,272 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plansOptions. Since May 4, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 20001998, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and already in existence on such date, and, since May 4, 1998, no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereofabove, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries andSubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or its subsidiaries Subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries Subsidiaries or other similar rights (collectively collectively, "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b2.2(b) of the Company Disclosure Schedule, all of the outstanding capital stock of the Company's subsidiaries each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien (as defined belowhereinafter defined) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries Subsidiaries issued and outstanding that are convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities, of any subsidiary securities of, the Companyany Subsidiary. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the CompanySubsidiary. For purposes of this Agreement, "Lien" means, with respect to any asset (including including, without limitation limitation, any security), ) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 25,000,000 shares of Class A common stockCommon Stock of which, as of November 30, 1996, 15,751,749 shares of Common Stock were issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, par value of $.01 per share (the "Shares")share, of which, as of September November 30, 20001996, 5,681,156 Shares no shares were issued and outstanding, and 15,510 . All outstanding shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstanding. All of the outstanding Shares Common Stock have been authorized, validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of all preemptive rights granted by the Companyand rescission rights. As of September November 30, 20001996, (i) 1,515,338 Company Options to purchase an aggregate of 1,021,399 shares of Common Stock were reserved for issuance upon outstanding and the weighted average exercise price of outstanding such Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any was $2.292 per share of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Common Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) this Agreement or in Schedule 4.2, and except as a result of the exercise of Company Disclosure Schedule, since September Options outstanding as of November 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof1996, there are issued, reserved for issuance, or no outstanding (i) Company Securities. There are no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or outstanding obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities, other than the Company's obligation to repurchase Company Options under, and in accordance with the express terms of the employment agreements set forth on Schedule 4.2 (accurate and complete copies of which have previously been delivered to Parent) and for obligations of the Company to employees terminated as a result of the transactions contemplated under this Agreement as set forth on Schedule 4.2. There are no Shares Each of the outstanding subject to rights shares of first refusal capital stock of each of the Company's subsidiaries (excluding inactive subsidiaries) is duly authorized, nor are there any pre-emptive rights granted validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company with respect to any Shares. Other than this AgreementCompany, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting orfree and clear of all Liens, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below)on Schedule 4.2. There are no securities of the Company existing options, calls or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, commitments of any stock character relating to the issued or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of unissued capital stock or other ownership interests in securities of any subsidiary of the Company. For purposes No bonds, debentures, notes or other indebtedness of this Agreement, "Lien" means, with respect to the Company or any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on its Insurance Subsidiaries having the right to vote (or sell convertible into, or exchangeable for securities having the same except as right to vote) on any matters on which the stockholders of the Company may be provided as a matter of law)vote, are issued or outstanding.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares 7,500,000 Shares, of Class A common stock, par value $.01 per share (the "Shares")0.01, of which, as of September 30the close of business on August 23, 2000, 5,681,156 3,074,092 Shares were issued and outstanding, and 15,510 50,000 shares of Series A-1 convertible preferred stock, par value $.01 1.00 per share (the "Convertible Preferred Stock")share, of which, which as of September 30the close of business on August 1, 2000, 14,511 no shares were of which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30the close of business on August 1, 2000, (i) 1,515,338 approximately 1,050,000 Shares were reserved for issuance and, as of the close of business on August 1, 2000, no Shares were issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to Options. Between the Option Plans close of business on August 23, 2000 and other the date hereof, no stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrantsoptions have been granted. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Scheduleabove, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting other securities of the Company, (iii) no options options, preemptive or other rights to acquire from the Company or any of its subsidiaries subsidiaries, and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (as defined below), no obligations of the Company or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting other securities of the Company, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding rights or obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. The Company has not voluntarily accelerated the vesting of any Company Stock Options as a result of the Offer or the Merger or any other change in control of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same except as defined belowa matter of Applicable Law). There are no securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for, no options or other rights to acquire from the Company or any of its subsidiaries subsidiaries, any capital stock or other ownership interests in or any other securities of any subsidiary of the Company, and there exists no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Companysuch capital stock. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset asset; provided, however, that the term "Lien" shall not include (including any i) statutory liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings and are disclosed in Section 3.14 of the Company Disclosure Schedule or that are otherwise not material, (ii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented, (iii) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pension or other social security programs mandated by Applicable Law, (iv) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens, and (v) restrictions on the right to vote or sell the same except as may be provided as a matter transfer of law)securities imposed by applicable state and federal securities laws.

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of 14,984,490 of: (i) 240,000,000 shares of Class A common stockCompany Common Stock, of which 56,465,838 shares are issued and outstanding as of the date hereof and 2,105,372 shares are held by the Company in treasury, and (ii) 2,000,000 shares of Preferred Stock, par value $.01 per share (the "Shares")share, of whichwhich 100,000 shares are designated as Series A Junior Participating Preferred Stock, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 no shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the issued and outstanding Shares have been validly issued issued, and are duly authorized, fully paid and nonassessablepaid, non-assessable and free of preemptive rights granted by the Companyrights. As of September 30the date hereof, 2000, (i) 1,515,338 were 7,092,273 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 4,326,757 Shares were are reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock4-based employee benefit plans of 1/4% Convertible Subordinated Notes due 2007 (the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans"4-1/4% NOTES"). Except as set forth above and in Section 3.2(a) of except for the Option Agreement, the 4-1/4% Notes and the Company Disclosure ScheduleRights Agreement (as hereinafter defined), as of the date hereof, there are issued, reserved for issuance, or no outstanding (i) no shares of stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, ; (iii) no options or other rights to acquire from the Company or any of its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries to issue issue, any stock, voting securities securities, or securities convertible into or exchangeable for stock or voting securities of the Company, ; or (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries Company, or other similar rights (collectively including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). As of Except for the date hereof, except as set forth in Section 3.2(a) of Option Agreement and the Company Disclosure Schedule4-1/4% Notes, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or by to which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of capital stock of the Company. Company (b) Except as set forth in Section 3.2(b) of other than the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Voting Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share Two Hundred Thirty-Six Million Two Hundred Fifty Thousand (the "236,250,000) Shares"), of which, as of September 30March 1, 20001999, 5,681,156 38,992,734 Shares were issued and outstanding, outstanding and 15,510 Ten Million (10,000,000) shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30March 1, 20001999, (i) 1,515,338 approximately 7,430,200 Shares were reserved for issuance and, as of March 1, 1999, approximately 6,770,200 were issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Option Plans Company Plans. Between March 1, 1999 and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of already in existence on such first date, and between March 1, 1999 and the Company and date hereof, no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(afor the Company's 4% Convertible Subordinated Notes due 2004 (the "Subordinated Notes") issued pursuant to the Indenture dated as of August 15, 1997, by and between the Company Disclosure Scheduleand State Street Bank and Trust Company of California, N.A. (the "Indenture"), as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting other securities of the Company, (iii) no options options, preemptive or other rights to acquire from the Company or any of its subsidiaries subsidiaries, and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (as defined below), no obligations of the Company or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting other securities of the Company, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except Except as set forth in Section 3.2(a2.2(a) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding rights or obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. The Company has not voluntarily accelerated the vesting of any Company Stock Options as a result of the Merger or any other change in control of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries is owned by the CompanyCompany is owned, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same except as defined belowmay be provided as a matter of Applicable Law). There Except as set forth in Section 2.2(b) of the Company Disclosure Schedule, there are no (i) securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for, no (ii) options or (iii) other rights to acquire from the Company or any of its subsidiaries any capital stock or other ownership interests in or any other securities of any subsidiary of the Company, and there exists no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Companysuch capital stock. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset asset; provided, however, that the term "Lien" shall not include (including any i) statutory liens for Taxes that are not yet due and payable or are being contested in good faith by appropriate proceedings and are disclosed in Section 2.14 of the Company Disclosure Schedule or that are otherwise not material, (ii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented, (iii) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pension or other social security programs mandated under Applicable Laws, (iv) statutory or common law liens in favor of carriers, 6 12 warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens, and (v) restrictions on the right to vote or sell the same except as may be provided as a matter transfer of law)securities imposed by applicable state and federal securities laws.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 100,000,000 shares of Class A common preferred stock, $0.01 par value $.01 per share share, 1,000,000 shares of which are designated Series A Junior Participating Preferred (the "SharesSeries A Preferred Stock"), none of which, as of September 30, 2000, 5,681,156 Shares were which are issued and outstanding, and 15,510 99,000,000 shares of Series A-1 convertible which are blank check preferred stock without designation, none of which are issued and outstanding; and (ii) 100,000,000 shares of common stock, $0.01 par value $.01 per share (the "Convertible Preferred share, 33,333,333 shares of which are designated as Class A Common Stock"), 11,418,499 of which, which are issued and outstanding as of September 30April 8, 20002002, 14,511 and 66,666,667 shares were outstandingof which are designated as Class B Common Stock, 21,075,263 of which are issued and outstanding as of April 8, 2002. All of the outstanding Shares shares of Company Common Stock have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30April 8, 20002002, (i) 1,515,338 56,680 shares of Class A Common Stock and 184,643 shares of Class B Common Stock were reserved for issuance upon the exercise of pursuant to outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option PlansOptions. Except as set forth above and or as set forth in Section 3.2(a) 3.2 of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or were outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). Section 3.2 of the Company Disclosure Schedule identifies, as of April 8, 2002, the holder of each outstanding Company Stock Option issued pursuant to the Stock Option Plan, the number of shares of Company Common Stock issuable upon the exercise of each Company Stock Option and the exercise price and expiration date thereof and except as set forth in Section 3.2 of the Company Disclosure Schedule no options currently outstanding have been granted other than pursuant to the Stock Option Plan. As of the date hereof, except as set forth in Section 3.2(a) 3.2 of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal Except as set forth in Section 3.2 of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this AgreementDisclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. Since April 8, 2002, there have been no issuances of the Company's capital stock other than issuances pursuant to outstanding Company Stock Options. (b) Except as set forth in Section 3.2(b) 3.2 of the Company Disclosure Schedule, all of the outstanding capital stock of the Company's subsidiaries Significant Subsidiaries (other than director's qualifying shares in the case of foreign subsidiaries) is owned by the Company, or one of its subsidiaries, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company limitation or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset restriction (including any restrictions restriction on the right to vote or sell the same except as may be provided as a matter of law).) and except for any Liens which are incurred in the ordinary course of business. Except as set forth in Section 3.2 of the Company Disclosure Schedule, all of the outstanding capital stock of the Company's other subsidiaries (other than director's qualifying shares in the case of foreign subsidiaries) is owned by the Company, or one of its subsidiaries, free and clear of any material Lien or any other material limitation or restriction (including any restriction on the right to vote or sell the same except as may be provided as a matter of law) and except for

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 12,000,000 shares of Class A common capital stock, including 6,000,000 shares of Common Stock, par value $.01 2.00 per share (the "Shares"“Common Stock”), 4,000,000 shares of whichClass B Common Stock, as par value $2.00 per share the Class B Common Stock”), and 2,000,000 shares of September 30Preferred Stock (“Preferred Stock”). As of the date of this Agreement, 2000, 5,681,156 Shares 2,604,269 shares of Common Stock and 1,906,786 shares of Class B Common Stock were issued and outstanding, and 15,510 . No shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were Stock are outstanding. All of the outstanding Shares shares of Common Stock and Class B Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. The Company has no shares of Common Stock or Class B Common Stock or Preferred Stock reserved for or otherwise subject to issuance, and free of preemptive rights granted by the Company. As of September 30, 2000, except that (i) 1,515,338 as of the date of this Agreement, there were reserved for issuance upon the exercise (x) 1,907,286 shares of outstanding Company Common Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, Class B Common Stock into Common Stock and (iiiy) 123,370 Shares were reserved for 6,600 shares of Common Stock subject to issuance upon the exercise pursuant to Company Options. Each of the outstanding Warrantsshares of capital stock or other ownership interests of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, in each case free and clear of any Lien. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereofabove, there are issuedno registration rights or preemptive or other outstanding rights, reserved for issuanceoptions, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or outstanding (i) no rights of any kind which obligate the Company or any of its Subsidiaries to register, issue or sell any shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries Subsidiaries or any securities or obligations convertible or exchangeable into or exchangeable exercisable for, or giving any Person a right to subscribe for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or any of its subsidiaries andSubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations any securities of the Company or any of its subsidiaries to issue any stockSubsidiaries, voting and no securities or securities convertible into obligations evidencing such rights are issued or exchangeable for stock or voting securities of the Company, (iv) no outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to of which have the right to vote (or which are convertible into, into or exercisable or exchangeable for, for securities entitling the holders thereof to have having the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "“Lien" ” means, with respect to any asset (including without limitation any security)) any option, any claim, mortgage, lien, pledge, charge, security interest or encumbrance of any kind or material restrictions in respect of such asset asset. (including any restrictions on b) Section 5.2(b) of the right Company Disclosure Schedule sets forth the following information with respect to vote or sell each Company Option outstanding as of the same except date of this Agreement: (i) the name of the person holding such Company Option, (ii) the number of shares of Common Stock subject to such Company Option; (iii) the exercise price of such Company Option; and (iv) whether such Company Option is intended to qualify as may be provided an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as a matter of lawamended (the “Code”). (c) Section 5.2(c) of the Company Disclosure Schedule sets forth the name of each Subsidiary and the jurisdiction of its incorporation. (d) Section 5.2(d) of the Company Disclosure Schedule sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement, that Person’s jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (e) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of any of the capital stock of the Company or any of the Subsidiaries. Other than as set forth on Section 5.2(e) of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries is obligated under any registration rights or similar agreements to register any shares of capital stock of the Company or any of its Subsidiaries on behalf of any Person.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 30,000,000 shares of Class A common stock, par value $.01 per share (the "Shares"), stock and 4,259,350 shares of preferred stock of which, as of September 30June 28, 20001999, 5,681,156 Shares 8,280,765 shares of common stock were issued and outstanding and no shares of preferred stock were issued and outstanding, and 15,510 . All outstanding shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstanding. All capital stock of the outstanding Shares Company have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30June 28, 20001999, Options (ias hereinafter defined) 1,515,338 to purchase an aggregate of 1,242,960 Shares were reserved for issuance upon outstanding and the weighted average exercise price of outstanding Company Stock such Options was $6.25 per Share, provided, that an aggregate of 3,606 additional shares of the Company's common stock may be issued pursuant in connection with the ESPP prior to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding WarrantsEffective Time. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereofabove, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company or its subsidiaries andCompany, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) and no obligation of the Company Disclosure Scheduleto issue, no obligations of the Company deliver or its subsidiaries to issue sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively collectively, "Company SecuritiesCOMPANY SECURITIES"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of , other than the Company, nor are there any pre-emptive rights granted by the Company 's obligations hereunder with respect to any Shares. Other than this Agreementthe 1994 Options, there are no stockholder agreements1995 Options and Director Options as contemplated by Section 2.8(a), voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) and (c), respectively, and the Company's obligations under the ESPP as contemplated by Section 2.8(d). Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all on Schedule 4.2 each of the outstanding shares of capital stock of each of the Company's subsidiaries Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, directly or indirectly, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any Lien nature whatsoever (as defined belowcollectively, "LIENS"). There The Company is directly or indirectly the record (or legal and registered) and beneficial owner of all of the outstanding shares of capital stock of each of such entities as set forth on Schedule 4.1(d), there are no proxies with respect to such shares, and no equity securities of the Company any of such entities are or its subsidiaries may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, shares of any capital stock or other ownership interests in, or any other securities, of any subsidiary ofsuch entity, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, and there are no outstanding contractual obligations of the Company contracts, commitments, understandings or its subsidiaries arrangements by which any such entity is bound to repurchase, redeem or otherwise acquire any outstanding issue additional shares of its capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest securities convertible into or encumbrance of any kind in respect of exchangeable for such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)shares.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "20,000,000 Shares"), of which, as of September 30the close of business on July 21, 20001999, 5,681,156 10,119,265 Shares were issued and outstanding, and 15,510 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstandingincluding 1,123,750 treasury Shares. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30the close of business on July 21, 20001999, (i) 1,515,338 approximately 2,005,225 Shares were reserved for issuance and, as of the close of business on July 21, 1999, 1,499,557 were issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options Options. For purposes hereof, "COMPANY STOCK OPTION" means any option, warrant or other right to purchase Shares. Between the close of business on July 21, 1999 and the date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options already in existence on such date and, between the Option Plans close of business on January 2, 1999 and other the date hereof, no stock option plansoptions have been granted, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and or in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding outstanding: (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting other securities of the Company, ; (iii) no options options, preemptive or other rights to acquire from the Company or any of its subsidiaries subsidiaries, and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (as defined below), no obligations of the Company or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting other securities of the Company, ; and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company SecuritiesCOMPANY SECURITIES"). As of the date hereof, except there are no outstanding rights or obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. Pursuant to their terms, all outstanding Company Stock Options and SARs will automatically vest as a result of the Offer or the Merger or any other change in control of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, limitation or restriction (including any restriction on the right to vote or sell the same except as a matter of any subsidiary of, the CompanyApplicable Law). Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).directors

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "125,000,000 Shares"), of which, as of September 30January 12, 20002001, 5,681,156 29,921,232 Shares were issued and outstanding, and 15,510 2,000,000 shares of Series A-1 convertible preferred stock, par value $.01 0.001 per share (the "Convertible Preferred Stock")share, none of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30January 12, 20002001, (i) 1,515,338 approximately 2,768,122 Shares were reserved for issuance and, as of January 12, 2001, approximately 7,760,424 were issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Option Plans Company Plans. Between January 12, 2001 and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of already in existence on such first date, and between January 12, 2001 and the Company and date hereof, no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Scheduleabove, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting other securities of the Company, (iii) no options options, preemptive or other rights to acquire from the Company or any of its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting other securities of the Company, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding rights or obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. The Company has not voluntarily accelerated the vesting of any Company Stock Options as a result or in contemplation of the Offer or the Merger or any other change in control of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries is owned by the CompanyCompany is owned, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).any

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of 14,984,490 of: (i) 60,000,000 shares of Class A common stockCompany Common Stock, of which 32,516,383 shares were issued and outstanding as of July 13, 1999, and (ii) 1,000,000 shares of Preferred Stock, par value $.01 per share (the "Shares")share, of whichwhich 300,000 shares are designated as Series A Junior Participating Preferred Stock, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 no shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the issued and outstanding Shares have been validly issued issued, and are duly authorized, fully paid and nonassessablepaid, non-assessable and free of preemptive rights granted by the Companyrights. As of September 30the date hereof, 2000, (i) 1,515,338 were 6,260,252 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option PlansOptions. Except as set forth above and in Section 3.2(a) of except for the Option Agreement and the Company Disclosure ScheduleRights Agreement (as hereinafter defined), as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, ; (iii) no options or other rights to acquire from the Company or any of its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries to issue issue, any stock, voting securities securities, or securities convertible into or exchangeable for stock or voting securities of the Company, ; and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries Company, or other similar rights (collectively including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). As of Except for the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure ScheduleOption Agreement, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or by to which it is bound relating to the voting or, except as set forth in of any shares of capital stock of the Company (other than the Voting Agreement). Section 3.2(a) 3.2 of the Company Disclosure ScheduleSchedule sets forth information regarding the current exercise price, registration the date of any shares grant, and the number of stock of the CompanyCompany Stock Options granted for each holder thereof. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including, any restriction on the right to vote or sell the same) except as defined below)may be provided as a matter of Law. There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries subsidiaries, and no other contract, understanding, arrangement arrangement, or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectlyindirectly of, of any capital stock or other ownership interests in, or any other securitiessecurities of, of any subsidiary of, of the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem redeem, or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "LienLIEN" means, with in respect to of any asset (including without limitation any security), ) any mortgage, lien, pledge, charge, security interest interest, or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The As of the date hereof, the authorized stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "15,000,000 Shares"), of which, as of September 30May 31, 20001999, 5,681,156 8,005,802 Shares were issued and outstanding, and 15,510 1,000,000 shares of Series A-1 convertible preferred stock, par value $.01 0.001 per share (the "Convertible Preferred Stock")share, no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30May 31, 20001999, (i) 1,515,338 approximately 1,182,210 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans and other stock option plans, or agreements referred to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of 2.10. Between May 31, 1999 and the Company Disclosure Schedule, since September 30, 2000date hereof, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of Options, and between May 31, 1999 and the Company and date hereof no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (defined herein), no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights rights, and (vi) the Rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).understandings

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 of: (i) 200,000,000 shares of Class A common stockCompany Common Stock, and (ii) 5,000,000 shares of preferred stock of the Company, par value $.01 per share share, 400,000 shares of which are designated as shares of Company Preferred Stock. As of the date hereof, (the "Shares"), i) 64,333,205 shares of which, as of September 30, 2000, 5,681,156 Shares Company Common Stock were issued and outstanding, outstanding and 15,510 (ii) 50,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Company Preferred Stock"), of which, as of September 30, 2000, 14,511 shares Stock were issued and outstanding. All of the outstanding Shares shares of Company Common Stock and Company Preferred Stock have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30the date hereof, 2000, a total of (i) 1,515,338 4,937,802 shares of Company Common Stock were reserved for issuance pursuant to outstanding Stock Options and RSUs, and no other shares of Company Common Stock are subject to issuance pursuant to Stock Options or any other equity based awards, (ii) 3,873,108 shares of Company Common Stock were reserved for issuance upon the exercise of currently outstanding Company Stock Options warrants issued pursuant to under the Option Plans and other stock option plans, or warrant agreements to which listed in Section 4.2(a) of the Company or any of its subsidiaries is a party, Disclosure Schedule (iithe “Warrant Agreements”) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares 32,664,256 shares of Company Common Stock were reserved for issuance upon the exercise of Co-Investment Rights. Set forth in Section 4.2(a) of the Company Disclosure Schedule is a complete and accurate list of (i) the Company Stock Plans and the number of shares of Company Common Stock reserved for issuance pursuant to Stock Options outstanding Warrantsas of the date hereof under each such Company Stock Plan, and no other shares of Company Common Stock are subject to issuance pursuant to such Company Stock Plans, (ii) all warrant agreements to acquire capital stock of the Company and the number of shares of Company Common Stock reserved for issuance pursuant to such warrant agreements, and no other shares of capital stock of the Company are subject to issuance pursuant to such warrant agreements and (iii) all Co-Investment Agreements to acquire capital stock of the Company and the number of shares of Company Common Stock reserved for issuance pursuant to such Co-Investment Agreements, and no other shares of capital stock of the Company are subject to issuance pursuant to such Co-Investment Agreements. Since January 19, 2005, no shares of capital stock of the Company have been issued other than pursuant to Stock Options set forth on the Award List, Warrant Agreements or Co-Investment Agreements existing as of date hereof, and since January 19, 2005, no Stock Options, Restricted Shares, Warrants or Co-Investment Rights have been granted. Except as set forth above or in Section 3.2(a4.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or no outstanding (i) no shares of capital stock (including Restricted Shares) or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options options, warrants or other rights to acquire from the Company or any of its subsidiaries andSubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or any of its subsidiaries Subsidiaries to issue or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, or (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "collectively, “Company Securities"”). As of the date hereofOther than as contemplated by this Agreement, except as Stockholders’ Agreement or employment agreements set forth in Section 3.2(a4.10(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) All of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as defined belowmay be provided as a matter of law). All such shares have been validly issued, fully paid and nonassessable, and have been issued free of preemptive rights. There are no outstanding securities of the Company or any of its subsidiaries Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of its subsidiaries Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of of, any capital stock or other ownership interests in, or any other securities, of any subsidiary securities of, any Subsidiary of the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding equity equivalents, interests in the ownership or earnings or similar rights of any Subsidiary of the Company. There are no contractual obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary Subsidiary of the Company, other than as contemplated by this Agreement and the Stockholders’ Agreement. (c) No class of equity securities of the Company or any of its Subsidiaries is registered or required to be registered under the Exchange Act. For purposes No Subsidiary of this the Company owns any capital stock in the Company. (d) Other than the Support Agreements and the Stockholders’ Agreement, "Lien" meansthere are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries or to the Company’s Knowledge, any of the Company’s stockholders, is a party with respect to the voting of the capital stock of the Company or any asset of its Subsidiaries. (including without limitation e) Other than with respect to the Indebtedness set forth in Section 4.2(e) of the Company Disclosure Schedule, there is no Indebtedness of the Company or any security)of its Subsidiaries existing that contains any material restriction upon, or imposes any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in material penalty with respect to (i) the prepayment of such asset Indebtedness, (including ii) the incurrence of Indebtedness by the Company or its Subsidiaries, respectively, or (iii) the ability of the Company or its Subsidiaries to grant any restrictions Liens on the right to vote its properties or sell the same except as may be provided as a matter of law)assets.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 30,000,000 Shares and 1,000,000 shares of Class A common stock, par value $.01 per share (the "Shares"), of which, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as which 14,192,776 Shares and no shares of September 30, 2000, 14,511 shares were preferred stock are issued and outstanding. All of the outstanding Shares have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion All of the outstanding Convertible Preferred Stock, Shares have been issued in compliance with all applicable United States federal and state and foreign securities laws. Other than (iiix) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in the first sentence of this Section 3.2(a); (y) an aggregate of 1,975,000 Shares reserved for issuance for awards under Option Plans, of which 1,561,564 Shares are subject to outstanding Stock Options issued under such Option Plans; and (z) an aggregate of 1,078,524 Shares subject to outstanding Stock Options issued outside of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or no other outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or its subsidiaries convertible into or exercisable or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options or other rights to acquire from the Company or its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exercisable or exchangeable for capital stock or voting securities of the Company, ; and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively clauses (i) through (iv) above, collectively, "Company SecuritiesCOMPANY SECURITIES"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. (b) Except Section 3.2(b) of the Company Disclosure Schedule identifies each subsidiary of the Company as of the date hereof and shows the jurisdiction of incorporation or organization of each such subsidiary. Other than as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding capital stock of the Company's subsidiaries (other than directors' qualifying shares in the case of certain foreign subsidiaries) is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).subsidiaries

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 Forty Million (40,000,000) shares of Class A common stock, par value $.01 per share (the "Shares")Company Common Stock, of which, as of September 30the close of business on April 28, 2000, 5,681,156 Shares Fourteen Million Seven Hundred Forty-Six Thousand Nine Hundred and Sixty-Seven (14,746,967) shares of Company Common Stock were issued and outstanding, and 15,510 One Million (1,000,000) shares of Series A-1 convertible preferred stock, par value $.01 per share of which Forty-Nine Thousand Five Hundred Eighty-Seven (the "Convertible 49,587) have been designated as Company Preferred Stock"), ; Twenty-Seven Thousand One Hundred Eighty (27,180) shares of which, as Company Preferred Stock are outstanding and no other shares of September 30, 2000, 14,511 shares were preferred stock of the Company are outstanding. All of the outstanding Shares and shares of Company Preferred Stock have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30the close of business on April 28, 2000, approximately One Hundred Thousand (i100,000) 1,515,338 Shares were reserved for issuance and, as of the close of business on April 28, 2000, Three Million Four Thousand One Hundred and Sixty-Two (3,004,162) Shares were issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options Options. For purposes hereof, "Company Stock Option" means any -------------------- option, warrant or other right to purchase Shares. Between the close of business on April 28, 2000 and the date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options already in existence on April 28, 2000 and, between the Option Plans close of business on April 28, 2000 and other the date hereof, no stock option plansoptions have been granted, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans . Section 3.2(a) of the Company Disclosure Schedule sets forth a true and no complete list of all holders of outstanding options to acquire Shares have been granted and other than pursuant to awards under the Assumed Option Plans, the exercise or vesting schedule thereof, the exercise price per Share, the term of each such option or other award, whether an option is a nonqualified stock option or incentive stock option and any restrictions on exercise or sale of such option or underlying Shares. On the Closing Date, the Company shall deliver to Intel a complete and correct updated Section 3.2(a) of the Company Disclosure Schedule. Except as set forth above and or in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting other securities of the Company, (iii) no options options, preemptive or other rights to acquire from the Company or any of its subsidiaries subsidiaries, and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described publicly disclosed in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (as defined below), no obligations of the Company or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting other securities of the Company, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except Except as set forth in ------------------ Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. (b) Except . The Company has not voluntarily accelerated the vesting of any Company Stock Options as set forth in Section 3.2(b) a result of the Company Disclosure Schedule, all of the outstanding stock Combination or any other change in control of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company has taken all action required to provide that no Company Stock Option will be exchanged for cash, converted into cash or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote receive a cash payment or sell the same except as may be provided otherwise cashed out as a matter result of law)the Combination.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 30,000,000 shares of Class A common stockCommon Stock, par value $.01 per share (the "Shares")share, of which, as of September 30the date of this Agreement, 2000, 5,681,156 Shares were 5,843,612 shares of Common Stock are issued and outstanding, outstanding and 15,510 (ii) 1,000,000 shares of Series A-1 convertible preferred stockPreferred Stock, par value $.01 .001 per share (the "Convertible Preferred Stock")share, of which, as of September 30the date of this Agreement, 2000, 14,511 no shares were are issued and outstanding. All outstanding shares of the outstanding Shares Common Stock have been duly authorized and validly issued issued, and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30the date of this Agreement, 2000the Company has 6,926,976 outstanding options and warrants to purchase common stock at exercise prices ranging from $0.56 to $25.00. Of this total, (i) 1,515,338 were 5,457,528 are options and warrants outstanding to employees and officers/directors. The shares of Common Stock underlying such warrants, options and all other similar rights have been duly reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plansissuance. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, except as of the date hereofset forth on Schedule 2.2, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options written or oral options, subscriptions, warrants, convertible securities, calls, preemptive or rescission rights or other rights to acquire from the Company or any of its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations obligation of the Company or any of its subsidiaries to issue issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents (including, debentureswithout limitation, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible intostock appreciation rights), or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively collectively, "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Scheduleon Schedule 2.2, all each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, directly or indirectly, free and clear of any Lien (as defined below)all Liens. There are no securities of the Company existing options, calls or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, commitments of any stock character relating to the issued or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of unissued capital stock or other ownership interests in securities of any subsidiary of the Company. For purposes No bonds, debentures, notes or other indebtedness of this Agreement, "Lien" means, with respect to the Company or any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on its subsidiaries having the right to vote (or sell convertible into, or exchangeable for securities having the same except as right to vote) on any matters on which the stockholders of the Company may vote are issued or outstanding. There are no stockholders agreements, voting agreement or similar agreements with respect to the Company Securities to which the Company or any of its subsidiaries are a party to, or to the knowledge of the Company, by or between any stockholders of the Company or any of its affiliates. The Shares being purchased by the Purchaser hereunder have been duly authorized and will, upon issuance pursuant to the terms hereof, be provided as a matter of law)validly issued, fully paid and nonassessable.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 100,000,000 shares of Class A common preferred stock, $0.01 par value $.01 per share share, 1,000,000 shares of which are designated Series A Junior Participating Preferred (the "Shares"“Series A Preferred Stock”), none of which, as of September 30, 2000, 5,681,156 Shares were which are issued and outstanding, and 15,510 99,000,000 shares of Series A-1 convertible which are blank check preferred stock without designation, none of which are issued and outstanding; and (ii) 100,000,000 shares of common stock, $0.01 par value $.01 per share (the "Convertible Preferred share, 33,333,333 shares of which are designated as Class A Common Stock"), 11,418,499 of which, which are issued and outstanding as of September 30April 8,2002, 2000and 66,666,667 shares of which are designated as Class B Common Stock, 14,511 shares were outstanding21,075,263 of which are issued and outstanding as of April 8, 2002. All of the outstanding Shares theoutstanding shares of Company Common Stock have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30April 8, 20002002, (i) 1,515,338 were 56,680 shares of Class A Common Stock and 184,643 shares of Class B Common Stockwere reserved for issuance upon the exercise of pursuant to outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, Options. Exceptas set forth above or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) 3.2 of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure ScheduleDisclosureSchedule, as of the date hereof, there are issued, reserved for issuance, or were outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership theownership or earnings of the Company or its subsidiaries or other similar rights (collectively "“Company Securities"”). Section 3.2 of the Company Disclosure Schedule identifies, as ofApril 8, 2002, the holder of each outstanding Company Stock Option issued pursuant to the Stock Option Plan, the number of shares of Company Common Stock issuable upon the exercise of each Company Stock Option and the exercise price and expiration date thereof and except as set forth in Section 3.2 of theCompany Disclosure Schedule no options currently outstanding have been grantedother than pursuant to the Stock Option Plan. As of the date hereof, except as set asset forth in Section 3.2(a) 3.2 of the Company Disclosure Schedule, there are no outstanding nooutstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by Except as set forth in Section 3.2of the Company with respect to any Shares. Other than this AgreementDisclosure Schedule, there are no stockholder agreements, voting trusts votingtrusts or other agreements or understandings to which the Company is a party or by orby which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of ofcapital stock of the Company. Since April 8, 2002, there have been no issuancesof the Company’s capital stock other than issuances pursuant to outstandingCompany Stock Options. (b) Except as set forth in Section 3.2(b) 3.2 of the Company Disclosure Schedule, all of the outstanding capital stock of the Company's subsidiaries ’s Significant Subsidiaries (other than director’s qualifying shares in the case of foreign subsidiaries) is owned by the Company, or one of its subsidiaries, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same except as defined below)may be provided as a matter of law) and except for any Liens which are incurred in the ordinary course of business. There Except as set forth in Section 3.2 of the Company DisclosureSchedule, all of the outstanding capital stock of the Company’s other subsidiaries (other than director’s qualifying shares in the case of foreign subsidiaries) is owned by the Company, or one of its subsidiaries, free and clear of any material Lien or any other material limitation or restriction (including any restriction on the right to vote or sell the same except as may be provided as a matter of law) and except for any Liens which are incurred in the ordinary course of business. All of the outstanding shares of capital stock of the Company’s Significant Subsidiaries are duly authorized, validly issued and outstanding, fully paid and nonassessable, and were issued free of preemptive rights in compliance with applicable corporate and securities laws. Except as set forth in Section 3.2 of the Company Disclosure Schedule, there are no securities of the Company or its Company’s subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for for, the issuance issuance, purchase or sale, directly or indirectly, by the Company or any of its subsidiaries of any capital stock or other ownership interests in, in or any other securities, securities of any subsidiary of, of the Company. Except as set forth in Section 3.2(b) 3.2 of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its Company’s subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "“Lien" ” means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset asset. (including any restrictions on c) The Class A Common Stock and Class B Common Stock constitute the right only classes of equity securities of the Company or its subsidiaries registeredor required to vote or sell be registered under the same except Securities Exchange Act of 1934, as may be provided as a matter of lawamended (the “Exchange Act”).

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share of: (the "i) 225,000,000 Shares"), of which, as of September 30, 2000, 5,681,156 which 114,835,000 Shares were issued and outstandingoutstanding as of the close of business on May 1, 2000 and 1,331,000 shares of which are owned by subsidiaries of the Company, and 15,510 (ii) 25,000,000 shares of Series A-1 convertible preferred stock, par value $.01 1.00 per share (the "Convertible Preferred StockPREFERRED STOCK"), no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the issued and outstanding Shares have been validly issued issued, and are duly authorized, fully paid paid, non-assessable and nonassessable, and are free of preemptive rights granted by the Companyrights. As of September 30May 18, 2000, (i) 1,515,338 35,397,614 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 566,232.337 Shares were reserved for issuance upon and issuable or otherwise deliverable pursuant to the conversion of Stock Purchase Plan. Except as and to the outstanding Convertible Preferred Stockextent publicly disclosed by the Company in the Company SEC Reports (as hereinafter defined), and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrantssince December 31, 1999, no Company Stock Options have been granted. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Scheduleabove, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; and (iii) except as provided in this Agreement and the Stock Option Agreement, no options or other rights to acquire from the Company or any of its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, ; and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or any of its subsidiaries or other similar rights (collectively including stock appreciation rights, but excluding amounts payable under the Company's bonus and similar plans) (collectively, "Company SecuritiesCOMPANY SECURITIES"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of stockholder agreements (other than the Company, nor are there any pre-emptive rights granted by Stock Option Agreement and the Company with respect to any Shares. Other than this Stockholders Agreement, there are no stockholder agreements), voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or by to which it is bound relating to the voting or, except as set forth in of any shares of capital stock of the Company. Section 3.2(a) 3.2 of the Company Disclosure ScheduleSchedule sets forth information regarding the current exercise price, registration date of grant and number of Company Stock Options granted for each holder thereof (with information with respect to holders of such options valued at less than $100,000 being aggregated). Following the Effective Time, no holder of Company Stock Options will have any right to receive shares of common stock of the CompanySurviving Corporation upon exercise of the Company Stock Options. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries Material Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined belowhereinafter defined) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectlyindirectly of, of any capital stock or other ownership interests in, or any other securities, of any subsidiary securities of, any Material Subsidiary of the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries Material Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary Material Subsidiary of the Company. For purposes of this Agreement, "LienLIEN" means, with respect to any asset (including including, without limitation limitation, any security), ) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "60,000,000 Shares"), of which, as of September the close of business on April 30, 20001999, 5,681,156 17,002,649 Shares were issued and outstanding, outstanding and 15,510 10,000,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September the close of business on April 30, 20001999, (i) 1,515,338 approximately 4,566,445 Shares were reserved for issuance and, as of the close of business on April 30, 1999, 3,125,364 were issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options Options. For purposes hereof, "Company Stock Option" means any option, warrant or other right to purchase Shares. Between the close of business on April 30, 1999 and the date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options already in existence on such date and, between the Option Plans close of business on April 30, 1999 and other the date hereof, no stock option plansoptions have been granted, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and or in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting other securities of the Company, (iii) no options options, preemptive or other rights to acquire from the Company or any of its subsidiaries subsidiaries, and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (as defined below), no obligations of the Company or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting other securities of the Company, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except there are no outstanding rights or obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. (b) Except . The Company has not voluntarily accelerated the vesting of any Company Stock Options as set forth in Section 3.2(b) a result of the Company Disclosure Schedule, all of Offer or the outstanding stock Merger or any other change in control of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 26,000,000 shares of Class A common stockCompany Common Stock, consisting of (i) 16,000,000 shares of Common Stock, par value $.01 0.01 per share (the "“Common Shares"”), of which, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 (ii) 10,000,000 shares of Series A-1 convertible preferred stockClass C Common Stock, par value $.01 0.01 per share (the "Convertible Preferred “Class C Shares”, and together with the Common Shares, the “Company Common Stock"”). As of the Effective Date, of which, as of September 30, 2000, 14,511 shares were 7,331,954 Common Shares are issued and outstanding and 5,461,957 Class C Shares are issued and outstanding. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and free . No shares of preemptive rights granted capital stock are held by the CompanyCompany as treasury shares. As Schedule 3.6(a) sets forth all holders of September 30, 2000, (i) 1,515,338 were reserved for issuance upon the exercise record of issued and outstanding shares of Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Common Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the identified by each class thereof. All outstanding Warrants. Except as set forth in Section 3.2(a) shares of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock Common Stock and any securities described in Sections 3.6(b) have been issued other than pursuant or granted, as applicable, in compliance, in all material respects, with applicable securities Laws and were not issued in violation of any pre-emptive rights, purchase option, call right, right of first refusal or any similar right. There are no declared or accrued unpaid dividends with respect to any Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Common Stock. (b) Except as set forth above and described in this Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof3.6, there are issuedno outstanding options, reserved for issuancewarrants, or outstanding (i) no shares of stock rights, subscriptions or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable or exercisable for shares of the capital stock or voting securities of the Company, any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares or for the repurchase or redemption of shares of the capital stock of the Company or any other agreements of any kind which may obligate the Company to issue, purchase, redeem or otherwise acquire any of its capital stock. There are no (ivi) no outstanding bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to Subsidiaries that have the right to vote (or which are convertible into, or exercisable or exchangeable for, and other securities entitling the holders thereof to that have the right to vote) with on matters on which the stockholders holders of the Company Common Stock may vote or (ii) except as set forth in Schedule 3.6, shareholders agreements, proxies, voting agreements or registration right agreements relating to the Company Common Stock or any other equity interests of the Company or any of its subsidiaries on any matter, and Subsidiaries. (vc) no equity equivalent interests in the ownership or earnings The outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. The Company or one or more of its subsidiaries or wholly owned Subsidiaries owns of record and beneficially all the issued and outstanding shares of capital stock of such Subsidiaries free and clear of any Liens, other similar rights (collectively "Company Securities")than Permitted Liens. As of the date hereof, except Except as set forth described in this Section 3.2(a) of the Company Disclosure Schedule3.6, there are no outstanding obligations options, warrants, rights, subscriptions or other securities exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares or for the repurchase or redemption of shares of such Subsidiaries’ capital stock or any other agreements of any kind which may obligate any Subsidiary of the Company or its subsidiaries (absoluteto issue, contingent or otherwise) to repurchasepurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Companyits capital stock. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 20,000,000 shares of Class A common stock, par value $.01 per share (the "Shares"), stock of which, as of September 30the date hereof, 2000, 5,681,156 Shares were 4,323,648 are issued and outstanding, outstanding and 15,510 (ii) 1,000,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock")1.00, none of which, as of September 30, 2000, 14,511 shares were which are issued and outstanding. All of the issued and outstanding Shares (i) have been duly authorized and validly issued and issued, (ii) are fully paid and nonassessablenon-assessable, and (iii) are free of preemptive rights granted by the Companyrights. As of September 30the date hereof, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 954,000 Shares were reserved for issuance and issuable upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon or otherwise deliverable in connection with the exercise of options (the outstanding Warrants. Except as set forth in "Options") listed on Section 3.2(a) 4.2 of the Company Disclosure Schedule, since September 30which sets forth the material terms of such Options, 2000, no shares of the Company's stock have been issued other than pursuant including but not limited to Company Stock Options or other stock-based employee benefit plans of the Company exercise price and no options to acquire Shares have been granted other than pursuant to the Option Plansvoting provisions. Except as set forth above and in except as otherwise set forth on Section 3.2(a) 4.2 of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options or other rights to acquire from the Company or any of its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, ; and (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or any of its subsidiaries or other similar rights (collectively including stock appreciation rights) (collectively, "Company Securities"). As of the date hereof, except Except as set forth in above and except as otherwise set forth on Section 3.2(a) 4.2 of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or by to which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of capital stock of the Company. (b) Except as otherwise set forth in on Section 3.2(b) 4.2 of the Company Disclosure Schedule, all of the outstanding capital stock or other equity or ownership interests of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).defined

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 25,000,000 shares of Class A common stock, par value $.01 per share (the "SharesCompany Common Stock"), of which, as of September April 30, 20001998, 5,681,156 Shares approximately 11,666,438 shares were issued and outstanding, and 15,510 (ii) 10,000,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Company Preferred Stock"), 50,000 of which have been designated Convertible Preferred Stock Series 1997-A (the "Company Convertible Preferred") and 300,000 of which have been designated Series B Junior Participating Preferred Stock (the "Junior Preferred") and, of which, as of September April 30, 20001998, 14,511 approximately 26,850 shares of Company Convertible Preferred were issued and outstanding and no shares of Junior Preferred were issued and outstanding. All of the issued and outstanding Shares shares of Company Common Stock and Company Preferred Stock have been duly authorized, validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September April 30, 20001998, (i) 1,515,338 approximately 4,457,528 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Stock Option Plans and other stock option plansPlans. Schedule 3.2(a) to this Agreement sets forth, or agreements as of the date hereof, (i) the Persons to which the whom Company or any of its subsidiaries is a partyOptions have been granted, (ii) 967,448 Shares were reserved the exercise price for issuance upon the conversion of the outstanding Convertible Preferred Stock, Company Options held by each such Person and (iii) 123,370 Shares were reserved for issuance upon the exercise number of the outstanding Warrantsvested and unvested Company Options. Except as disclosed in the Company Filed SEC Reports and as set forth in Section on Schedule 3.2(a) of the Company Disclosure Scheduleto this Agreement, since September 30April 1, 20001998, no shares of the Company's capital stock have been issued other than pursuant to the exercise of Company Stock Options or other stock-based employee benefit plans of the Company and already in existence on such date, and, since April 1, 1998, no stock options to acquire Shares have been granted other than pursuant by the Company to the Option Plansany Person. Except as set forth above and in Section above, as set forth on Schedule 3.2(a) of to this Agreement, or as contemplated in the Company Disclosure ScheduleRelated Transactions, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries any Company Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options options, warrants or other rights to acquire from the Company or its subsidiaries andany Company Subsidiary, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or its subsidiaries any Company Subsidiary to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries any Company Subsidiary or other similar rights (collectively including stock appreciation rights) (the items listed in subclauses (i), (ii), (iii) and (iv) being referred to, collectively, as "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are and (v) no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) any Company Subsidiary to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject Except as set forth on Schedule 3.2(a) to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. (b) Except as set forth in Section 3.2(b) Each outstanding share of the Company Disclosure Schedule, all of the outstanding capital stock of the Company's subsidiaries each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company, directly Company or indirectly, a Company Subsidiary is free and clear of any Lien (as defined below). There are no securities all security interests, liens, claims, pledges, options, rights of the Company or its subsidiaries convertible into or exchangeable forfirst refusal, no options or limitations on voting rights, charges and other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, encumbrances of any stock or other ownership interests innature whatsoever (collectively, or any other securities"Liens"), of any subsidiary of, the Company. Except except as set forth in Section on Schedule 3.2(b) of to this Agreement or where failure to own such shares free and clear could not reasonably be expected to have, individually or in the aggregate, a Company Disclosure Schedule, there Material Adverse Effect. There are no outstanding contractual obligations of the Company or its subsidiaries any Company Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in or make any subsidiary other investment (in the form of a loan, capital contribution of otherwise) in any Company Subsidiary or any other Person. (c) The Company Common Stock constitutes the only class of securities of the Company. For purposes Company or any Company Subsidiary registered or required to be registered under the Securities Exchange Act of this Agreement1934, as amended (the "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of lawExchange Act").

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 of: (i) 200,000,000 shares of Class A common stockCompany Common Stock, and (ii) 5,000,000 shares of preferred stock of the Company, par value $.01 per share share, 400,000 shares of which are designated as shares of Company Preferred Stock. As of the date hereof, (the "Shares"), i) 64,333,205 shares of which, as of September 30, 2000, 5,681,156 Shares Company Common Stock were issued and outstanding, outstanding and 15,510 (ii) 50,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Company Preferred Stock"), of which, as of September 30, 2000, 14,511 shares Stock were issued and outstanding. All of the outstanding Shares shares of Company Common Stock and Company Preferred Stock have been validly issued issued, and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30the date hereof, 2000, a total of (i) 1,515,338 4,937,802 shares of Company Common Stock were reserved for issuance pursuant to outstanding Stock Options and RSUs, and no other shares of Company Common Stock are subject to issuance pursuant to Stock Options or any other equity based awards, (ii) 3,873,108 shares of Company Common Stock were reserved for issuance upon the exercise of currently outstanding Company Stock Options warrants issued pursuant to under the Option Plans and other stock option plans, or warrant agreements to which listed in Section 4.2(a) of the Company or any of its subsidiaries is a party, Disclosure Schedule (iithe "Warrant Agreements") 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares 32,664,256 shares of Company Common Stock were reserved for issuance upon the exercise of Co-Investment Rights. Set forth in Section 4.2(a) of the Company Disclosure Schedule is a complete and accurate list of (i) the Company Stock Plans and the number of shares of Company Common Stock reserved for issuance pursuant to Stock Options outstanding Warrantsas of the date hereof under each such Company Stock Plan, and no other shares of Company Common Stock are subject to issuance pursuant to such Company Stock Plans, (ii) all warrant agreements to acquire capital stock of the Company and the number of shares of Company Common Stock reserved for issuance pursuant to such warrant agreements, and no other shares of capital stock of the Company are subject to issuance pursuant to such warrant agreements and (iii) all Co-Investment Agreements to acquire capital stock of the Company and the number of shares of Company Common Stock reserved for issuance pursuant to such Co-Investment Agreements, and no other shares of capital stock of the Company are subject to issuance pursuant to such Co-Investment Agreements. Since January 19, 2005, no shares of capital stock of the Company have been issued other than pursuant to Stock Options set forth on the Award List, Warrant Agreements or Co-Investment Agreements existing as of date hereof, and since January 19, 2005, no Stock Options, Restricted Shares, Warrants or Co-Investment Rights have been granted. Except as set forth above or in Section 3.2(a4.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or no outstanding (i) no shares of capital stock (including Restricted Shares) or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options options, warrants or other rights to acquire from the Company or any of its subsidiaries andSubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or any of its subsidiaries Subsidiaries to issue or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, or (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively collectively, "Company Securities"). As of the date hereofOther than as contemplated by this Agreement, except as Stockholders' Agreement or employment agreements set forth in Section 3.2(a4.10(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) All of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as defined belowmay be provided as a matter of law). All such shares have been validly issued, fully paid and nonassessable, and have been issued free of preemptive rights. There are no outstanding securities of the Company or any of its subsidiaries Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of its subsidiaries Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of of, any capital stock or other ownership interests in, or any other securities, of any subsidiary securities of, any Subsidiary of the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding equity equivalents, interests in the ownership or earnings or similar rights of any Subsidiary of the Company. There are no contractual obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary Subsidiary of the Company, other than as contemplated by this Agreement and the Stockholders' Agreement. (c) No class of equity securities of the Company or any of its Subsidiaries is registered or required to be registered under the Exchange Act. For purposes No Subsidiary of this the Company owns any capital stock in the Company. (d) Other than the Support Agreements and the Stockholders' Agreement, "Lien" meansthere are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries or to the Company's Knowledge, any of the Company's stockholders, is a party with respect to the voting of the capital stock of the Company or any asset of its Subsidiaries. (including without limitation e) Other than with respect to the Indebtedness set forth in Section 4.2(e) of the Company Disclosure Schedule, there is no Indebtedness of the Company or any security)of its Subsidiaries existing that contains any material restriction upon, or imposes any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in material penalty with respect to (i) the prepayment of such asset Indebtedness, (including ii) the incurrence of Indebtedness by the Company or its Subsidiaries, respectively, or (iii) the ability of the Company or its Subsidiaries to grant any restrictions Liens on the right to vote its properties or sell the same except as may be provided as a matter of law)assets.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "12,000,000 Common Shares"), of which, as of September 30May 25, 20001998, 5,681,156 8,973,475 Shares were issued and outstanding, outstanding and 15,510 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible 1,000,000 Preferred Stock"), Shares of which, as of September 30May 25, 20001998, 14,511 shares 8,110 Preferred Shares were issued and outstanding. All of the outstanding Common Shares and Preferred Shares have been duly authorized, validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30May 25, 20001998, (i) 1,515,338 approximately 984,250 Common Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock Company Plans. Schedule 2.2(a) sets forth a list of each outstanding option plansas of May 25, or agreements to which 1998, the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion name of the outstanding Convertible Preferred Stockholder, the vesting date, and (iii) 123,370 Shares were reserved for issuance upon if exercisability or vesting will be accelerated in any way in connection with the exercise consummation of the outstanding Warrantstransactions contemplated in this Agreement. Except as set forth in Section 3.2(a) of Between January 1, 1998 and the Company Disclosure Schedule, since September 30, 2000date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of already in existence on such date, and between January 1, 1998 and the Company and date hereof no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Scheduleabove, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the CompanyCompany except for the Preferred Shares, (iii) no options options, warrants (other than warrants issued to Telemetrix and described in the Company's annual report on Form 10-K/A for the fiscal year ended December 31, 1997) or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSchedule 2.2(a), no obligations of the Company or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any such options, warrants (other than warrants issued to Telemetrix and described in the Company's annual report on Form 10-K/A for the fiscal year ended December 31, 1997), calls, rights, commitments or agreements and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this AgreementExcept as set forth on Schedule 2.2(a), there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. Since March 31, 1998 there have been no changes in the capital structure of the Company other than issuances of Common Shares upon exercise of outstanding options granted under the Company Plans. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Scheduleon Schedule 2.2(b), all of the outstanding capital stock of the Company's subsidiaries (other than director's qualifying shares in the case of foreign subsidiaries) is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).or

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 (i) 30,000,000 shares of Class A common stockCommon Stock, par value $.01 per share (the "Shares")share, of which, as of September 30the date of this Agreement, 2000, 5,681,156 Shares were 8,262,513 shares of Common Stock are issued and outstanding, outstanding and 15,510 (ii) 10,000,000 shares of Series A-1 convertible preferred stockPreferred Stock, par value $.01 1.00 per share (the "Convertible Preferred Stock")share, of which, as of September 30the date of this Agreement, 2000, 14,511 no shares were are issued and outstanding. All outstanding shares of the outstanding Shares Common Stock have been duly authorized and validly issued issued, and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30the date of this Agreement, 2000, (i) 1,515,338 were reserved for issuance upon the exercise Employee Options to purchase an aggregate of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no 610,500 shares of Common Stock are outstanding and warrants to purchase 435,000 shares of Common Stock are outstanding and held by Metropolitan Life Insurance Company, First Boston LBO, Inc. or their successors and assigns (the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans"Warrants"). Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, except as of the date hereofset forth on Schedule 2.2, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options written or oral options, subscriptions, warrants, convertible securities, calls, preemptive or rescission rights or other rights to acquire from the Company or its subsidiaries andCompany, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) and no obligation of the Company Disclosure Scheduleto issue, no obligations of the Company deliver or its subsidiaries to issue sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no bondsequity equivalents (including, debentureswithout limitation, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible intostock appreciation rights), or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively collectively, "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there There are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Scheduleon Schedule 2.2, all each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).all

Capitalization of the Company and its Subsidiaries. (a) The authorized stock share capital of the Company consists is US$500,000 divided into 6,613,756 Shares. As of 14,984,490 shares the close of Class A common stockbusiness (U.S. Eastern Standard Time) on September 19, par value $.01 per share 2016 (the "Shares"“Measurement Date”), of which, as of September 30, 2000, 5,681,156 Shares there were issued and outstanding, and 15,510 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party5,253,715 Shares, (ii) 967,448 290,469 Restricted Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock(both vested and unvested), (iii) 208,200 Company Options (both vested and unvested) exercisable into 208,200 Shares, and (iiiiv) 123,370 570,741 Shares were reserved for future issuance under the Company Share Incentive Plans (other than Shares reserved for issuance upon the exercise of the Restricted Shares and Company Options referenced in (ii) and (iii) above). All of the outstanding WarrantsShares are, and the Shares issuable upon exercise of outstanding Company Options and Restricted Shares, will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, in compliance with all applicable Laws, and none of which was or will be issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in this Section 3.2(a4.2 and except for this Agreement and the Transactions, (A) there is no share capital of the Company Disclosure Scheduleauthorized, since September 30issued or outstanding, 2000(B) there are no authorized or outstanding options, no shares of the Company's stock have been issued other than pursuant to Company Stock Options warrants, calls, preemptive rights, subscriptions or other stock-based employee benefit plans rights, agreements, arrangements or commitments of the Company and no options to acquire Shares have been granted other than pursuant any character (whether or not conditional) relating to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, issued or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities unissued share capital of the Company or any of its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the CompanySubsidiaries, (iii) no options or other rights to acquire from obligating the Company or any of its subsidiaries andSubsidiaries to issue, except for the Series B Preferred Stock issuable upon exercise of the Option transfer or as described sell or cause to be issued, transferred or sold any share capital or other equity interest in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or any of its subsidiaries to issue any stock, voting securities Subsidiaries or securities convertible into or exchangeable for stock such share capital or voting securities of the Companyequity interests, (iv) no bonds, debentures, notes or other indebtedness or obligations of obligating the Company or any of its subsidiaries entitling the holders thereof Subsidiaries to have the right to vote (grant, extend or which are convertible intoenter into any such option, or exercisable or exchangeable forwarrant, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any mattercall, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries subscription or other similar rights (collectively "Company Securities"). As of the date hereofright, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understandingagreement, arrangement or obligation commitment, (whether or not contingentC) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares share capital of capital stock the Company or any of its Subsidiaries, or to make any payments based on the market price or value of Shares or other ownership interests in any subsidiary share capital of the Company or its Subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company. For purposes ’s Subsidiaries or any other entity other than loans to the Company’s Subsidiaries in the ordinary course of this Agreementbusiness (other than the acquisition by the Company of its securities in connection with the forfeiture of Company Options or Restricted Shares outstanding on the Measurement Date or the acquisition by the Company of its securities in connection with the net exercise of Company Options outstanding on the Measurement Date, "Lien" means, in each case in accordance with respect to any asset (including without limitation any securitytheir terms on the Measurement Date), any mortgageand (D) there are no outstanding bonds, liendebentures, pledge, charge, security interest notes or encumbrance other obligations of any kind in respect the Company the holders of such asset (including any restrictions on which have the right to vote (or sell convertible into or exercisable for securities having the same right to vote) with the shareholders of the Company on any matter. From the Measurement Date through the date hereof, the Company has not issued any Shares (other than Shares issued upon the exercise of Company Options and Restricted Shares outstanding on or prior to the date hereof in accordance with their terms), or other rights or securities exercisable for, convertible into or exchangeable for any Shares. (b) The outstanding share capital or registered capital, as the case may be, of each of the Company’s Subsidiaries and other entity in which the Company or any of its Subsidiaries owns any non-controlling equity interest is duly authorized, validly issued, fully paid and non-assessable, and the portion of the outstanding share capital or registered capital, as the case may be, of each such entity owned directly or indirectly by the Company or any of its Subsidiaries free and clear of all Liens (except as may be provided as a matter of lawfor Permitted Liens).

Capitalization of the Company and its Subsidiaries. (a) The As of the date hereof, the authorized stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "15,000,000 Shares"), of which, as of September 30May 31, 20001999, 5,681,156 8,005,802 Shares were issued and outstanding, and 15,510 1,000,000 shares of Series A-1 convertible preferred stock, par value $.01 0.001 per share (the "Convertible Preferred Stock")share, no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30May 31, 20001999, (i) 1,515,338 approximately 1,182,210 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans and other stock option plans, or agreements referred to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of 2.10. Between May 31, 1999 and the Company Disclosure Schedule, since September 30, 2000date hereof, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of Options, and between May 31, 1999 and the Company and date hereof no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (defined herein), no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights rights, and (vi) the Rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of stock of the Company. (b) Except as set forth disclosed in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).,

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "15,000,000 Shares"), of which, as of September 30the date of this Agreement, 2000, 5,681,156 4,680,253 Shares were issued and outstanding, and 15,510 5,000,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), none of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30the date of this Agreement, 2000, (i) 1,515,338 1,672,192 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding WarrantsOptions. Except as set forth disclosed in Section 3.2(a) 2.02 of the Company Disclosure Schedule, since September 30, 2000between October 31,1997 and the date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of already in existence on such date, and between October 31,1997 and the date hereof no Company and no options to acquire Shares Stock Options have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Scheduleabove, as of the date hereofhereof and as of the Effective Time, there are issued, reserved for issuance, or outstanding outstanding: (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options options, warrants, subscriptions, calls, rights or other rights agreements to acquire from the Company or its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, Company and (iv) no bonds, debentures, notes equity equivalent interests or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof rights to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no acquire equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal Except as set forth in Section 2.02(a) of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this AgreementDisclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable forother Company Securities, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).to

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 100,000,000 shares of Class A common stock, par value $.01 per share (the "Shares"), stock of which, as of September 30the Closing, 2000, 5,681,156 Shares [4,929,313] shares were issued and outstanding, and 15,510 50,000,000 shares of preferred stock, 50,000,000 of which have been designated as Series A Preferred Stock (all of which will be sold to Investor pursuant to this Agreement) of which, after giving effect to the transactions contemplated hereby, 50,000,000 shares of Series A-1 convertible preferred stockA Preferred Stock will be issued and outstanding. All outstanding shares of capital stock of the Company have been validly issued, par value $.01 per share are fully paid, nonassessable and free of preempting rights and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the "Convertible Preferred StockSecurities Act")) and any relevant state securities laws, of which, as of September 30, 2000, 14,511 shares were outstandingor pursuant to valid exemptions therefrom. All Except for the conversion privileges of the outstanding Shares have been validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Series A Preferred Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(aon Schedule 2.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedulehereof, as of the date hereofClosing, there are issued, reserved for issuance, or outstanding are (i) no outstanding shares of capital stock or other voting securities of the Company, ; (ii) no outstanding securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options outstanding options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company or its subsidiaries andCompany, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) and no obligation of the Company Disclosure Scheduleto issue, no obligations of the Company deliver or its subsidiaries to issue sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, ; and (iv) no bondsoutstanding equity equivalents, debenturesperformance shares, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (all stock and other securities described in this subsection (a) are collectively termed "Company Securities"). As of the date hereof, except . (b) Except as set forth in Section 3.2(aon Schedule 2.2(b) of the Company Disclosure Schedulehereto, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares . (c) Except as set forth on Schedule 2.2(c) hereto, each of the outstanding subject to rights shares of first refusal capital stock of each of the Company's subsidiaries is duly authorized, nor are there any pre-emptive rights granted validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company with respect to Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any Shares. Other than this Agreementnature whatsoever (collectively, "Liens"). (d) Except as set forth on Schedule 2.2(d) hereto, there are no stockholder agreementsexisting options, voting trusts calls or other agreements or understandings to which the Company is a party or by which it is bound commitments of any character relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration issued or unissued capital stock or other equity securities of any shares of stock subsidiary of the Company. (be) Except The Series A Preferred Stock, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Registration Rights Agreement, dated as set forth in Section 3.2(b) of the date hereof, between Investor and the Company Disclosure Schedule, all (the "Registration Rights Agreement") and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the outstanding stock Series A Preferred Stock has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Company's subsidiaries is owned by the CompanyArticles of Incorporation, directly or indirectlywill be duly and validly issued, fully paid, and nonassessable and will be free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or restrictions on transfer other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of than restrictions on transfer under this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)Registration Rights Agreement and under applicable state and federal securities laws.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 16,000,000 shares of Class A common stock, $.01 par value $.01 per share (the "Shares")share, of which, as of September 30June 14, 20001999, 5,681,156 9,321,315 Shares were issued and outstanding, outstanding and 15,510 2,000,000 shares of Series A-1 convertible preferred stock, $.01 par value $.01 per share (the "Convertible Preferred Stock")share, no shares of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30June 14, 20001999, (i) 1,515,338 3,973,937 shares of common stock were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans Plans. Between June 5, 1999 and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of already in existence on such date, and between June 5, 1999 and the Company and date hereof no options to acquire Shares Options have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Scheduleabove, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or any of its subsidiaries subsidiaries, and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (as defined below), no obligations of the Company or any of its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding rights or obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound bound, or, to the knowledge of the Company, to which any stockholder of the Company is a party or is bound, in either case relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same except as defined belowmay be provided as a matter of law). There are no (i) securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for, no (ii) options or (iii) except for the Rights, other rights to acquire from the Company or any of its subsidiaries any capital stock or other ownership interests in or any other securities of any subsidiary of the Company, and there exists no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Companysuch capital stock. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset asset; PROVIDED, HOWEVER, that the term "Lien" shall not include (including any restrictions on i) statutory liens for Taxes, which are not yet due and payable or are being contested in good faith by appropriate proceedings and disclosed in Section 3.13(d) of the right to vote Company Disclosure Schedule or sell the same except as may be provided as a matter of law).that are otherwise not material,

Capitalization of the Company and its Subsidiaries. (a) The authorized stock of the Company consists of 14,984,490 of: (i) 240,000,000 shares of Class A common stockCompany Common Stock, of which 56,465,838 shares are issued and outstanding as of the date hereof and 2,105,372 shares are held by the Company in treasury, and (ii) 2,000,000 shares of Preferred Stock, par value $.01 per share (the "Shares")share, of whichwhich 100,000 shares are designated as Series A Junior Participating Preferred Stock, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 no shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were which are outstanding. All of the issued and outstanding Shares have been validly issued issued, and are duly authorized, fully paid and nonassessablepaid, non-assessable and free of preemptive rights granted by the Companyrights. As of September 30the date hereof, 2000, (i) 1,515,338 were 7,092,273 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 4,326,757 Shares were are reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of 4 1/4% Convertible Subordinated Notes due 2007 (the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans"4 1/4% Notes"). Except as set forth above and in Section 3.2(a) of except for the Option Agreement, the 4 1/4% Notes and the Company Disclosure ScheduleRights Agreement (as hereinafter defined), as of the date hereof, there are issued, reserved for issuance, or no outstanding (i) no shares of stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, ; (iii) no options or other rights to acquire from the Company or any of its subsidiaries andsubsidiaries, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, and no obligations of the Company or any of its subsidiaries to issue issue, any stock, voting securities securities, or securities convertible into or exchangeable for stock or voting securities of the Company, ; or (iv) no bondsequity equivalents, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries Company, or other similar rights (collectively including stock appreciation rights) (collectively, "Company Securities"). As of Except for the date hereof, except as set forth in Section 3.2(a) of Option Agreement and the Company Disclosure Schedule4 1/4% Notes, there are no outstanding obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or by to which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of capital stock of the CompanyCompany (other than the Voting Agreement). (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including, any restriction on the right to vote or sell the same) except as defined below)may be provided as a matter of Law. There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries subsidiaries, and no other contract, understanding, arrangement arrangement, or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectlyindirectly of, of any capital stock or other ownership interests in, or any other securitiessecurities of, of any subsidiary of, of the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem redeem, or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. None of the Company's subsidiaries owns any capital stock of the Company. For purposes of this Agreement, "Lien" means, with in respect to of any asset (including without limitation any security), ) any mortgage, lien, pledge, charge, security interest interest, or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law)asset.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "60,000,000 Shares"), of which, as of September 30October 31, 20001999, 5,681,156 14,858,566 Shares were issued and outstanding, outstanding and 15,510 3,500,000 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), none of which, as of September 30, 2000, 14,511 shares were which is outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessablepaid, nonassessable and free of preemptive rights granted by the Companyrights. As of September 30October 31, 20001999, (i) 1,515,338 approximately 617,909 Shares were reserved for issuance future option grants and, as of October 31, 1999, 2,634,378 were issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Option Plans Company Plans. The maximum number of shares that may be issued under the Employee Stock Purchase Plan is 100,000 shares, of which, as of October 31, 1999, all shares have been issued. Between October 31, 1999 and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of already in existence on such first date, and between October 31, 1999 and the Company and date hereof, no stock options to acquire Shares have been granted other than pursuant to the Option Plansgranted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Scheduleabove, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting other securities of the Company, (iii) no options options, preemptive or other rights to acquire from the Company or any of its subsidiaries subsidiaries, and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure ScheduleSEC Reports (as defined below), no obligations of the Company or any of its subsidiaries to issue issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting other securities of the Company, Company and (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except Except as set forth in Section 3.2(a2.2(a) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding rights or obligations of the Company or any of its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, or registration of any shares of capital stock of the Company. The Company has not voluntarily accelerated the vesting of any Company Stock Options as a result of the Merger or any other change in control of the Company. No Shares are held by the Company's subsidiaries. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all All of the outstanding capital stock of the Company's subsidiaries is owned by the CompanyCompany is owned, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same except as defined belowmay be provided as a matter of Applicable Law). There Except as set forth in Section 2.2(b) of the Company Disclosure Schedule, there are no (i) securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for, no (ii) options or (iii) other rights to acquire from the Company or any of its subsidiaries any capital stock or other ownership interests in or any other securities of any subsidiary of the Company, and there exists no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Companysuch capital stock. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes . (c) The Shares constitute the only class of this Agreementequity securities of the Company or its subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as amended (the "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of lawExchange Act").