Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. The authorized capital stock of the Company consists of 30,000,000 Common Shares and 5,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock"). As of the close of business on September 17, 1999, 10,375,693 Common Shares were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares held in treasury. The Company has no shares of Preferred Stock issued and outstanding. As of September 17, 1999, except for 305,000 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock Plan, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rights. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 of the Disclosure Schedule, are owned by either the Company or another of its Subsidiaries free and clear of all liens, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Subsidiary of the Company to issue, transfer or sell any shares of its capital stock.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 30,000,000 Common Shares and 5,000,000 20,000,000 shares of preferred stock, par value $.01 per share ("Common Stock and 1,000,000 shares of Preferred Stock"). As of the close date hereof, (i) 10,189,956 shares of business on September 17, 1999, 10,375,693 Common Shares Stock were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares held in treasury. The Company has were validly issued, fully paid and nonassessable, (ii) no shares of Preferred Stock were issued or outstanding, and outstanding(iii) no shares of Common Stock or Preferred Stock were held in the treasury of the Company. (b) The Shares shall represent approximately 16.84% of the Fully Diluted Common Stock and 19.7% of the outstanding shares of Common Stock as of the Closing Date. As The Warrant Shares shall represent approximately 8.08% of September 17, 1999, except for 305,000 the Fully Diluted Common Shares reserved for issuance pursuant to outstanding Options Stock as of the Closing Date. (c) Except as set forth above in Section 3.3(a) and rights granted under the Stock Planas set forth in Schedule 3.3(c) hereto, there are not now, no outstanding Equity Securities of the Company. Schedule 3.3(c) includes a true and at the Effective Time there will not be, any existing correct table summarizing all outstanding stock options, warrants, calls, subscriptions, or warrants and other rights, or other agreements or commitments, obligating the Company rights to issue, transfer or sell any shares of capital stock acquire Equity Securities of the Company or any of its Subsidiaries. Section 3.2 Subsidiary, including the identity and title of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant datenumber of shares covered, the vesting scheduleschedule therefor, the exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares aretherefor, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rights. All termination date therefor. (d) Each of the outstanding shares of capital stock of each of the Company's Subsidiaries have been Subsidiary is duly authorized, validly issued and are issued, fully paid and non-assessable andnonassessable, except as set forth on Section 3.2 of the Disclosure Schedule, and all such shares are owned by either the Company or another of its Subsidiaries free and clear of all liensLiens, charges, claims or encumbrances. There and there are no outstanding optionsEquity Securities of any Subsidiary other than such shares. Except as set forth on Schedule 3.3(d) hereto, warrantsthe Company does not own, callsdirectly or indirectly, subscriptions, any capital stock or other rights, or equity interest in any Person other agreements or commitments, obligating any Subsidiary of than the Company to issue, transfer or sell any shares of its capital stockSubsidiaries.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 30,000,000 250,000,000 Common Shares and 5,000,000 20,000,000 shares of preferred stock, par value of $.01 per share ("“Preferred Stock"Shares”). As of the close of business on September 17April 7, 19992006, 10,375,693 40,553,055 Common Shares were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares and no Common Shares were held in treasury. Since such time and date, no additional Common Shares were issued, and the number of Common Shares held in treasury has not changed, except, in each case, for exercises of Options in accordance with their terms after the date hereof and the issuance of shares in connection with the exercise of rights to purchase Common Shares under the ESPP in accordance with its terms and the provisions of this Agreement. The Company has no Preferred Shares issued or outstanding, and no Preferred Shares are reserved for issuance or otherwise designated as a series or class other than 2,500,000 shares of Series A Preferred Stock issued and outstandingreserved under the Rights Agreement. As of September 17, 1999, except No awards have been made under the Restricted Stock Plan. No Common Shares are reserved for 305,000 issuance other than 11,100,000 Common Shares reserved for issuance pursuant to the Stock Plans (consisting of 7,073,556 shares subject to outstanding Options and rights granted 4,026,444 shares available for future grants), 500,000 shares reserved for issuance under the ESPP, and 100,000 shares reserved for issuance under the Restricted Stock Plan. Section 4.2(a) of the Company Disclosure Schedule sets forth as of the date hereof the holders of all outstanding Options and the number, exercise prices and expiration dates of each grant to such holders. All the outstanding Common Shares are, and all Common Shares that may be issued pursuant to the exercise of outstanding Options will, when issued in accordance with the respective terms of the applicable Options, be, duly authorized, validly issued, fully paid and non-assessable and are not and will not be subject to or issued in violation of, any preemptive rights. There are no bonds, debentures, notes or other Indebtedness having voting rights (or convertible into securities having such rights) of the Company or any of its Subsidiaries (“Voting Debt”), whether issued by the Company, any of its Subsidiaries or any other Person, issued and outstanding. Except for the Options set forth on Section 4.2(a) of the Company Disclosure Schedule and rights to purchase Common Shares under the ESPP, there are not now, and at the Effective Time there will not be, any existing no options, warrants, calls, subscriptions, subscriptions or other rights, agreements, arrangements or other agreements or commitments, commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Common Shares or other capital stock of the Company or any of its Subsidiaries. Section 3.2 No Subsidiary of the Company owns any capital stock of the Company. (b) Section 4.2(b) of the Company Disclosure Schedule sets forth lists all the name Subsidiaries of each holder of an outstanding Option under the Stock PlanCompany, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisablewhether consolidated or unconsolidated. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rights. All of the outstanding shares of capital stock of in each of Subsidiary: (i) are owned, directly or indirectly, by the Company's Subsidiaries ; (ii) have been validly issued and are fully paid and non-assessable and(subject, except as set forth on in the case of non-assessability of capital stock of any Subsidiary that is organized or qualified to do business under the laws of Wisconsin, to Section 3.2 180.0622(2)(b) of the Disclosure ScheduleWisconsin Business Corporation Law, as judicially interpreted, to the extent applicable); (iii) are owned directly or indirectly by either the Company or another of its Subsidiaries free and clear of all pledges, claims, liens, charges, claims encumbrances or encumbrances. There security interests of any kind or nature whatsoever (collectively, “Liens”); and (iv) are no outstanding optionsfree of any other restriction (including any restriction on the right to vote, warrants, calls, subscriptions, sell or otherwise dispose of such capital stock or other rights, or other agreements or commitments, obligating any Subsidiary ownership interests) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as currently conducted. Other than the Subsidiaries of the Company, the Company to issuedoes not own or control, transfer directly or sell indirectly, a 5% or greater equity interest in any shares of its capital stockPerson.

Capitalization; Subsidiaries. The (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the authorized capital stock of the Company consists consisted of 30,000,000 (i) 250,000,000 Common Shares Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 shares of preferred stock, par value $.01 0.001 per share share, of the Company ("the “Company Preferred Stock"Shares”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on September 17the Capitalization Date, 1999there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, 10,375,693 (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares were issued pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and outstanding(E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of which a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are entitled subject to vote on this Agreement except for those shares held Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in treasuryaccordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has no shares of Preferred Stock issued the requisite power and outstanding. As of September 17authority, 1999, except for 305,000 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under in accordance with the applicable Company Stock Plan, there are not nowthe applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and at the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating be binding on the holders of Company to issue, transfer or sell any shares of capital stock Stock Plan Awards. All of the Company outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or any of its Subsidiaries. Section 3.2 an appropriate exemption therefrom. (c) All of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares arehave been, and all of the Common shares which Shares that may be issued pursuant to in accordance with any of the exercise of outstanding Options Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, nonassessable non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. All The Company has made available to Parent correct and complete copies of the outstanding shares of capital stock currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company's Company Subsidiaries have been validly issued are in full force and are fully paid effect. Other than investments in cash equivalents (and non-assessable and, except as set forth on Section 3.2 of the Disclosure Schedule, are owned ownership by either the Company or another any Company Subsidiary of its Subsidiaries free and clear securities of all liensany other Company Subsidiary), chargesneither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, claims capital contribution or encumbrancesotherwise) in any Person. There are no outstanding options, warrants, calls, subscriptions, No Company Subsidiary owns any Common Shares. (f) All dividends or other rights, or other agreements or commitments, obligating distributions on any Subsidiary securities of the Company to issue, transfer that have been declared or sell authorized have been paid in full. All dividends or distributions on any shares securities of its capital stockany Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists solely of 30,000,000 Common (i) 450,000,000 Shares and 5,000,000 (ii) 10,000,000 shares of preferred stock, par value $.01 0.001 per share ("“Preferred Stock"Shares”). As of August 16, 2023 (the close of business on September 17“Capitalization Date”), 1999, 10,375,693 Common (A) 3,086,489 Shares were issued and outstanding, all (B) no Preferred Shares were outstanding, (C) Company Stock Options under which 226,060 Shares are subject to issuance upon exercise thereof were outstanding (which have a weighted average exercise price of $15.80, and 49,672 of which are entitled currently exercisable), (D) Company RSUs under which 11,761 Shares are subject to vote on this Agreement except for those shares held in treasury. The Company has no shares of Preferred Stock issued and issuance upon settlement thereof were outstanding. As of September 17, 1999, except for 305,000 Common (E) 196,266 Shares were reserved for issuance pursuant under the Equity Incentive Plans, and (F) 2,712,734 Shares subject to outstanding Options and rights granted under the Stock Plan, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any Warrants. All outstanding shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares arehave been, and all Common shares which that may be issued pursuant to the exercise of outstanding Options any Employee Plan or Company Security will be, when issued in accordance with the respective terms thereofthereof and in compliance with the terms of this Agreement, duly authorized and validly issued, fully paid, nonassessable paid and non-assessable and free of preemptive rights. All Table of Contents (b) Section 3.05(b) of the Disclosure Letter contains a true and complete list, as of the Capitalization Date, of each outstanding Company Stock Award, including (i) the name of the holder of such Company Stock Award, (ii) an indication of whether such holder is a current Service Provider, an Independent Contractor or former Employee, (iii) the Equity Incentive Plan under which such Company Stock Award was granted, (iv) the date of grant and, if applicable, the expiration date of such Company Stock Award, (v) the number of Shares subject to such Company Stock Award, (vi) where applicable, the exercise price, (vii) the vesting schedule for such Company Stock Award, including the extent vested as of the Capitalization Date and any right of acceleration of such vesting schedule, and (viii) in the case of Company Stock Options, whether it is or is not an incentive stock option as defined in Section 422 of the Code. Each Company Stock Award was granted pursuant to the form of award agreement that has been provided to Parent, subject only to the variations described in the immediately preceding sentence. Each Company Stock Award has been granted in compliance in all material respects with all applicable securities laws or exemptions therefrom and all requirements set forth in the applicable Equity Incentive Plan and applicable award agreements. The exercise price of each Company Stock Option (other than a VAR) is not less than the fair market value (within the meaning of Section 409A of the Code) of a Share on the date of grant of such Company Stock Option and all such Company Stock Options (other than VARs) are exempt from Section 409A of the Code. Each Company Stock Option (now outstanding or previously exercised or forfeited) intended to qualify as an “incentive stock option” under Section 422 of the Code so qualified at all times prior to the exercise thereof. The treatment of the Company Stock Awards under this Agreement does not violate the terms of the applicable Equity Incentive Plans or any Contract governing the terms of such Company Stock Awards, and will not cause any Tax penalties or excise taxes to be incurred, and will not cause any adverse Tax consequences under Section 409A of the Code. From the close of business on the Capitalization Date to the date of this Agreement, the Company has not issued any Shares, or any other capital stock or Company Securities, except upon the exercise of the Company Stock Options or vesting of Company RSUs, in each case outstanding as of the close of business on the Capitalization Date and as disclosed in Section 3.05(b) of the Disclosure Letter. (c) Except as set forth in Section 3.05(c) of the Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth in Section 3.05(c) of the Disclosure Letter, there are no issued, reserved for issuance or outstanding (i) shares of capital stock of each or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible into, or exchangeable or exercisable for, shares of capital stock or other voting securities of, or ownership interests in, the Company's Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 of the Disclosure Schedule(iii) warrants, are owned by either the Company or another of its Subsidiaries free and clear of all liens, charges, claims or encumbrances. There are no outstanding options, warrantsputs, calls, subscriptions, options or other rightsrights to acquire from the Company any capital stock or other voting securities of, or ownership interests in, the Company, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, the Company, (iv) other obligations, agreements or commitments, obligating any Subsidiary commitments of the Company to issue, transfer or sell, or make any payment with respect to, any capital stock or other voting securities of, or ownership interests in, the Company, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, the Company, or any warrants, puts, calls, subscriptions, options or other rights to acquire from the Company any capital stock or other voting securities of, or ownership interests in, the Company, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, the Company or (v) restricted shares, restricted stock units, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or ownership interests in, the Company (the items in clauses (i) through (v), including, for the avoidance of doubt, the Shares, being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any of the Company Securities. The Company is not a party to any Contract with respect to the voting, registration or transfer of any Company Securities. Table of Contents (d) Except as set forth in Section 3.05(d) of the Disclosure Letter, none of the Shares or any Company Securities are owned by any Subsidiary of the Company (e) Each Subsidiary of the Company has been duly organized or incorporated, as applicable, is validly existing and (where applicable) in good standing (where such concept is recognized under applicable Law) under the laws of its jurisdiction of organization or incorporation, and has all organizational powers to carry on its business in the places and in the manner as now conducted. Each Subsidiary of the Company is duly qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate with all other Effects, a Company Material Adverse Effect. Section 3.05(e) of the Disclosure Letter sets forth a true and complete list of the Subsidiaries of the Company, indicating for each such Subsidiary its respective jurisdiction of organization or incorporation. (f) All of the outstanding shares, capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and free of preemptive rights and are owned beneficially and legally, and solely, by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such share, capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, (ii) securities of the Company or any of its Subsidiaries convertible into, or exchangeable or exercisable for, shares of capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, (iii) warrants, puts, calls, subscriptions, options or other rights to acquire from the Company or any of its Subsidiaries any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, (iv) other obligations, agreements or commitments of the Company or any of its Subsidiaries to issue, transfer or sell, or make any payment with respect to, any shares, capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, or any securities convertible into, or exchangeable or exercisable for, any shares, capital stock or other voting securities of, or ownership or economic interests in, any Subsidiary of the Company, or any warrants, puts, calls, subscriptions, options or other rights to acquire from the Company or any of its Subsidiaries any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company or (v) restricted shares, restricted stock units, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any share, capital stock or other voting security of, or ownership interest in, any Subsidiary of the Company (the items in clauses (i) through (v) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the shares of capital stock or other voting securities of, or ownership interests in, its Subsidiaries, the Company does not own, directly or indirectly, any shares of its capital stockstock or other voting securities of, or membership, partnership, joint venture or other ownership or investment interests (whether equity or debt, including any agreement or commitment convertible or exercisable into, or exchangeable for, any equity interests) in, any Person. All dividends or distributions declared, made or paid by the Subsidiaries of the Company have been declared, made or paid in accordance with the applicable Subsidiary’s constitutional documents, all applicable Law and any agreements or arrangements made with any Third Party regulating the payment of dividends and distributions. No Company Subsidiary Securities have been issued and no transfer of any such shares has been registered (where applicable), except in accordance with all applicable Laws and the organizational documents of the relevant Subsidiary of the Company, and all transfers have been duly stamped (where applicable).

Capitalization; Subsidiaries. The (a) As of the close of business on April 19, 2021 (the “Capitalization Date”), the authorized capital stock of the Company consists consisted of 30,000,000 (i) 300,000,000 shares of Company Common Shares Stock, 141,683,891 of which were issued and 5,000,000 outstanding and none of which were held by the Company as treasury stock, and (ii) 3,500,000 shares of preferred stockstock of the Company, par value $.01 0.01 per share ("“Company Preferred Stock"”), no shares of which were outstanding. There are no other authorized classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on September 17the Capitalization Date, 1999, 10,375,693 Common Shares there were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares held in treasury. The (A) outstanding Company has no Options representing 2,166,909 shares of Company Common Stock, (B) no outstanding awards of Company Restricted Stock representing shares of Company Common Stock; (C) outstanding Company PSUs representing 729,199 shares of Company Common Stock, which amount may be increased to a maximum of 1,458,398 shares of Company Common Stock based on the satisfaction of performance conditions set forth in the applicable award agreements; (D) outstanding awards of Company RSUs representing 994,065 shares of Company Common Stock, (E) outstanding awards of Company Director RSUs representing 94,999 shares of Company Common Stock and (F) 2,393,410 shares of Company Common Stock reserved for future issuance under the Company Equity Plan. From the close of business on the Capitalization Date through the date of this Agreement, there have been no issuances of (i) any Company Common Stock, Company Preferred Stock issued and outstanding. As or any other equity or voting interests in the Company other than issuances of September 17, 1999, except for 305,000 shares of Company Common Shares reserved for issuance Stock pursuant to outstanding Options and rights granted under the Stock Planexercise, there are not nowvesting or settlement, and at the Effective Time there will not beas applicable, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company Equity Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards in accordance with its terms and (ii) any Company Equity Awards or any of its Subsidiaries. Section 3.2 other equity or equity-based awards. (b) All of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding shares of Company Common Shares areStock have been, and all of the shares of Company Common shares which Stock that may be issued pursuant to the exercise of outstanding Options Company Equity Awards, the Company Equity Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent or its counsel accurate and complete copies of the Company Equity Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Equity Awards and, other than differences with respect to the number of shares of Company Common Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains material terms that are inconsistent with, or in addition to, such forms. Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Equity Award and to the extent applicable, the employee identification number of the holder thereof, the number of shares of Company Common Stock subject thereto (including target and maximum numbers for Company Equity Awards subject to performance-based vesting), the expiration date, the exercise or conversion price relating thereto, the grant date, the vesting schedule, and whether or not it is subject to performance-based vesting. Each grant of Company Equity Awards was made in accordance with the terms of the Company Equity Plan, the Exchange Act and all other applicable Laws, including the listing and governance rules and regulations of the NYSE. All of the outstanding shares of capital stock of each Company Common Stock has been sold pursuant to an effective registration statement filed under the federal Securities Laws or an appropriate exemption therefrom. (c) As of the Company's Subsidiaries have been validly issued and are fully paid and non-assessable anddate of this Agreement, except other than as set forth on in Section 3.2 of the Disclosure Schedule3.2(a), are owned by either the Company or another of its Subsidiaries free and clear of all liens, charges, claims or encumbrances. There there are no outstanding (i) existing options, warrants, calls, subscriptionspreemptive rights, subscriptions or other rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other agreements equity interests in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or other equity interests, or obligating the Company to grant, extend or enter into such options, warrants, calls, preemptive, subscriptions or other rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, obligating (ii) outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity interests of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock or other equity interests of the Company or any of its Subsidiaries, (iii) agreements with any Person to which the Company or any of its Subsidiaries is party (A) restricting the transfer of the capital stock or other equity interests of the Company or any of its Subsidiaries or (B) affecting the voting rights of capital stock or other equity interests of the Company or any of its Subsidiaries (including stockholder agreements, voting trusts or similar agreements), (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any of its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any of its Subsidiaries is party, in each case pursuant to which any Person is entitled to receive any payment from the Company based in whole or in part on the value of any capital stock or other equity interests of the Company or any of its Subsidiaries or (v) outstanding obligations of the Company or any of its Subsidiaries to accelerate the vesting of any capital stock of the Company under any provision of the Company Equity Plan. (d) Section 3.2(d) of the Company Disclosure Letter (i) sets forth, as of the date of this Agreement, each (x) Subsidiary of the Company and (y) other Person whom the Company, directly or indirectly, owns any share capital, capital stock or other equity or voting securities or other equity interests, or any securities or obligations convertible into or exchangeable or exercisable for such share capital, capital stock, securities or interests and (ii) identifies which of the foregoing are “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC. Except as has not been, and would not reasonably be expected to issuebe, transfer individually or sell in the aggregate, material to the Company and its Subsidiaries, taken as a whole, the Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar interests in each of its Subsidiaries, free and clear of all Encumbrances, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar interests of each of the Subsidiaries are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except for investments in marketable securities and cash equivalents and except as set forth in Section 3.2(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries (i) owns directly or indirectly any shares of its capital stockstock or other equity interests, or any securities or obligations convertible into or exchangeable or exercisable for such shares or equity interests, in any Person or (ii) has any obligation or has made any commitment to acquire any shares of capital stock or other equity interests in any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

Capitalization; Subsidiaries. The authorized capital stock of the Company consists of 30,000,000 50,000,000 Common Shares and 5,000,000 15,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock"), of which 500,000 shares are designated Series A Junior Participating Preferred Stock, par value $.01 per share ("Junior Preferred Stock"). As of the close of business on September 17August 6, 19991997, 10,375,693 20,325,546 Common Shares were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares Agreement, and no Common Shares were held in treasury. The Company has no shares of Preferred Stock issued and outstanding. As of September 17August 6, 19991997, except for 305,000 (i) 3,632,195 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock PlanPlans, (ii) 500,000 shares of Junior Preferred Stock reserved for issuance upon exercise of the Rights and (iii) up to 192,270 Options issuable pursuant to the Company's Equity Option Program (the "Equity Option Program"), there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisablesubsidiaries. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, are validly issued, fully paid, nonassessable and free of preemptive rights. All of the outstanding shares of capital stock of each of the Company's Significant Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 3.02 of the disclosure schedule delivered to FSI by the Company on the date hereof (the "Company Disclosure Schedule"), are owned by either the Company or another of its Significant Subsidiaries free and clear of all liens, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Significant Subsidiary of the Company to issue, transfer or sell any shares of its capital stock.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 30,000,000 Common Shares and 5,000,000 37,000,000 shares, 36,000,000 shares of preferred stockwhich are designated as Common Stock, 1,000,000 shares of which are designated as Series A Preferred Stock, par value $.01 0.01 per share ("the “Preferred Stock"”, together with the Common Stock are collectively referred to herein as the “Capital Stock”). As of the date of this Agreement, 9,630,077 shares of Common Stock were issued and outstanding, and no shares of Preferred Stock were issued and outstanding, and as of the Closing Date, no more than 11,237,028 shares of Common Stock plus any shares of Common Stock issuable pursuant to the Merit Options and no shares of Preferred Stock shall be issued and outstanding. Other than the foregoing, there are no other shares of a class or series of Capital Stock of the Company or any Subsidiary thereof authorized or outstanding. All of the issued and outstanding shares of Capital Stock have been duly authorized and validly issued and are fully paid and nonassessable, and are free of preemptive rights. All of the issued and outstanding shares of Capital Stock were issued in compliance with any preemptive rights and any other statutory or contractual rights of any shareholders of the Company and in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rights. Section 2.2 of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person who, as of the close of business on September 17the date of this Agreement, 1999held an Option under any of the Option Plans or otherwise, 10,375,693 Common Shares were issued and indicating with respect to each Option then outstanding, all the number of which are entitled Shares subject to vote on this Agreement except for those shares held in treasurysuch Option, the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The Company has no shares only security issuable upon exercise of Preferred Stock issued and outstanding. As of September 17, 1999, except for 305,000 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock Plan, there is Common Stock. There are not nowas of the date hereof, and at the Effective Time there will not be, any existing subscriptions, outstanding or authorized options, warrants, convertible securities, calls, subscriptionsrights (including preemptive rights), commitments or any other agreements of any character to which the Company or any of its Subsidiaries is a party, or other rightsby which it may be bound, requiring it to issue, transfer, sell, purchase, redeem or acquire any shares of its capital stock or any securities or rights convertible into, exercisable or exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock, or requiring it to give any Person the right to receive any benefit or rights similar to any rights enjoyed by or accruing to the holders of its shares of capital stock or any rights to participate in the equity or net income of the Company or any of its Subsidiaries. There are no shareholders’ agreements, voting trusts or other agreements or commitments, obligating understandings to which the Company or any of its Subsidiaries is a party or by which it is bound or, to issuethe knowledge of the Company, between or among shareholders, in each case with respect to the transfer or sell voting of any shares of capital stock of the Company or any of its Subsidiaries. . (b) Section 3.2 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list of the name names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rights. All of the Company’s Subsidiaries. (c) All outstanding shares of capital stock of each or other equity interests of the Company's ’s Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 of the Disclosure Schedule, are owned by either the Company or another a direct or indirect wholly-owned Subsidiary of its Subsidiaries the Company free and clear of all liensLiens, chargesother than Permitted Liens. Other than the Subsidiaries, claims or encumbrances. There there are no outstanding optionsother corporations, warrantsjoint ventures, calls, subscriptions, associations or other rightsentities in which the Company or any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other agreements interest or commitmentsany right (contingent or otherwise) to acquire the same. Other than the Subsidiaries, obligating any Subsidiary of neither the Company to issue, transfer or sell nor any shares of its capital stockSubsidiaries is a member of (nor is any part of its business conducted through) any partnership nor is the Company or any of its Subsidiaries a participant in any joint venture or similar arrangement.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 30,000,000 (i) 450,000,000 shares of Company Common Shares Stock, and 5,000,000 (ii) 125,000,000 shares of preferred stock, par value $.01 0.01 per share ("“Preferred Stock"”). As of the close of business on September 17April 28, 19992006, 10,375,693 (a) with respect to Company Common Shares Stock, 70,076,829 shares of Company Common Stock were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares held in treasury. The Company has no shares of Company Common Stock were issued and held in the treasury of the Company and 10,758,589 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Options, and (b) with respect to Preferred Stock Stock, no shares are issued and outstanding, or held in the treasury of the Company. As Since April 28, 2006 and through the date of September 17this Agreement, 1999no shares of Company Common Stock have been issued, except for 305,000 other than issuances upon exercise of outstanding Options. Section 4.2(a) of the Company Disclosure Letter sets forth the exercise ▇▇▇▇▇, ▇▇▇▇▇ date and number of shares of Company Common Shares reserved for issuance pursuant Stock subject to all outstanding Options and rights granted under the Stock Plangrant date for all shares of restricted Company Common Stock. Except as set forth in Section 4.2(a) of the Company Disclosure Letter, there are not now, and at the Effective Time there will not be, any existing optionsno outstanding Options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, commitments obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of of, or other equity interests in, the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding shares of Company Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereofStock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase or redeem any shares of capital stock of, or other equity interests in, the Company or any of its Subsidiaries. (b) Section 4.2(b) of the Company Disclosure Letter sets forth a list of the Subsidiaries of the Company and, for each such Subsidiary, the holder(s) of the capital stock of, or other equity interests in, such Subsidiary. All of the outstanding shares of capital stock of of, or other equity interests in, each of the Company's ’s Subsidiaries have been duly authorized and validly issued and issued, are fully paid and non-assessable andand are owned, except as set forth on Section 3.2 of the Disclosure Schedulerecord and beneficially, are owned directly or indirectly, by either the Company or another one or more of its Subsidiaries Subsidiaries, in each case free and clear of all liensLiens, chargesother than Permitted Liens. No shares of capital stock of, claims or encumbrances. ownership interests in, any of the Company’s Subsidiaries are reserved for issuance. (c) There are no outstanding optionsvoting trusts, warrantsproxies, calls, subscriptionsregistration rights agreements, or other rightsagreements, commitments, arrangements by which the Company or any of its Subsidiaries is bound with respect to the voting of any shares of capital stock of, or other agreements equity interests in, the Company or commitments, obligating any Subsidiary of its Subsidiaries or with respect to the registration of the Company to issueoffering, transfer sale or sell delivery of any shares of capital stock of, or other equity interests in, the Company or any of its capital stockSubsidiaries under the Securities Act.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 30,000,000 Common Shares and 5,000,000 200,000,000 shares of Company Common Stock and 20,000,000 shares of the Company’s preferred stock, par value $.01 0.0001 per share ("the “Company Preferred Stock"”). As of the close April 25, 2012, (i) 45,412,296 shares of business on September 17Company Common Stock were issued and outstanding (of which 47,600 were shares of Company Restricted Stock), 1999, 10,375,693 Common Shares (ii) no shares of Company Preferred Stock were issued and outstanding, all and (iii) no shares of which are entitled to vote on this Agreement except for those shares Company Common Stock were held in treasury. The Company has no As of April 25, 2012, there were (A) 152,453 shares of Preferred Company Common Stock issued reserved and outstanding. As available for issuance pursuant to the ESPP and (B) 6,209,655 shares of September 17, 1999, except for 305,000 Company Common Shares Stock reserved for issuance pursuant to the Company Equity Plans (including, as of April 25, 2012, 5,876,347 shares of Company Common Stock reserved for issuance pursuant to Company Options, 313,308 shares of Company Common Stock reserved for issuance pursuant to Company Performance Shares, and 20,000 shares of Company Common Stock reserved for issuance pursuant to deferred issuance restricted stock awards). Except as set forth above, as of April 25, 2012, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. All outstanding Options shares of capital stock of the Company are, and rights granted all shares that may be issued pursuant to the ESPP and the Company Equity Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) Except as set forth above and except as expressly permitted under the Stock PlanSection 6.1, there are not nowno outstanding subscriptions, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptionsconvertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. (c) The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each of its Subsidiaries, free and clear of any Liens (other than transfer and other restrictions under applicable federal and state securities Laws), and all of such shares of capital stock or other equity interests have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights. Section 4.2(c) of the Company Disclosure Schedule sets forth a list of each Subsidiary of the Company as of the date of this Agreement and the jurisdiction of organization thereof. Except as set forth on Section 4.2(c) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock of, or other equity interest in, any corporation, partnership, joint venture, association or other entity. There are no options, warrants, rights, convertible or exchangeable securities, stock-based performance units, contracts or undertakings of any kind to which any Subsidiary of the Company is a party or by which any of them is bound (i) obligating any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of or equity interest in, or any security convertible or exchangeable for any shares of capital stock or other voting securities of or equity interest in, any Subsidiary of the Company, (ii) obligating any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, contract or undertaking or (iii) that gives any person the right to receive any economic interest of a nature accruing to the holders of capital stock of, or any other equity interest in, any of the Subsidiaries of the Company. The Company has made available to Parent true, correct and complete copies of the organizational or governing documents of the Company’s Subsidiaries. (d) There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. (e) There are no preemptive rights of any kind which obligate the Company or any of its Subsidiaries to issue or deliver any Company Securities. (f) There are no stockholder agreements, voting trusts or other agreements or commitments, obligating understandings to which the Company or any of its Subsidiaries is a party or by which it is bound relating to issue, transfer the voting or sell registration of any shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and Subsidiaries or preemptive rights with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rights. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been validly issued and are fully paid and non-assessable and, except thereto. (g) Except as set forth on Section 3.2 4.2(g) of the Company Disclosure Schedule, are owned by either since January 1, 2009, the Company has not declared or another paid any dividend or distribution in respect of any Company Securities and neither the Company nor any of its Subsidiaries free has issued, sold, repurchased, redeemed or otherwise acquired any Company Securities other than the issuance of shares upon the exercise of Company Options or the vesting of Company Restricted Stock or in connection with the net exercise thereof in accordance with their terms or the withholding of the foregoing to satisfy Tax obligations and clear their respective Boards of all liensDirectors have not authorized any of the foregoing. (h) Neither the Company nor any of its Subsidiaries has entered into any commitment, charges, claims arrangement or encumbrances. There are no outstanding options, warrants, calls, subscriptionsagreement, or are otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any other rightsPerson, other than Intercompany Debt. (i) No bonds, debentures, notes or other agreements or commitments, obligating indebtedness having the right to vote generally on any Subsidiary matters on which stockholders of the Company to issue, transfer or sell may vote are outstanding. (j) The Company does not have any shares of its capital stockstockholder rights plan in effect.

Capitalization; Subsidiaries. The authorized capital stock of the Company consists of 30,000,000 Common Shares and 5,000,000 2,000,000 shares of preferred stock, par value $.01 1.00 per share ("Preferred Stock"), of which 500,000 shares are designated Series B Junior Participating Preferred Stock, par value $1.00 per share ("Junior Preferred Stock"). As of the close of business on September 17January 30, 19991998, 10,375,693 12,481,306 Common Shares were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares Agreement, and no Common Shares were held in treasury. The Company has no shares of Preferred Stock issued and outstanding. As of September 17, 1999the date hereof, except for 305,000 (i) 1,153,264 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock PlanPlans and (ii) 500,000 shares of Junior Preferred Stock reserved for issuance upon exercise of the Rights, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 subsidiaries or any Voting Debt (as defined below) of, or other equity interest in, the Company or any of its subsidiaries or securities convertible into or exchangeable for such shares or equity interest or obligating the Disclosure Schedule sets forth the name Company or any of each holder of an outstanding Option under the Stock Planits subsidiaries to grant, and with respect to each Option held by extend or enter into any such holderoption, warrant, call, subscription or other right, agreement, arrangement or commitment. Since January 30, 1998, the grant Company has not issued any shares of its capital stock, except pursuant to Options outstanding on such date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares are, are and all Common shares Shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rights. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its subsidiaries issued and outstanding. All of the outstanding shares of capital stock of each of the Company's Significant Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 4.2 of the Company Disclosure Schedule, are owned by either the Company or another of its Subsidiaries a wholly owned Significant Subsidiary free and clear of all liens, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Subsidiary subsidiary of the Company to issue, transfer or sell any shares of its capital stock, Voting Debt or other equity interest in, or securities convertible into or exchangeable for such shares, Voting Debt or equity interests or obligating any Significant Subsidiary to grant, or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. Except as contemplated by the Offer and the Merger contemplated by this Agreement, there are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Common Shares or the capital stock of the Company or any of its subsidiaries.

Capitalization; Subsidiaries. The authorized capital stock of the Company consists of 30,000,000 50,000,000 Common Shares and 5,000,000 shares of preferred stock, no par value $.01 per share ("Preferred Stock"). As of the close of business on September 17January 19, 1999, 10,375,693 12,298,425 Common Shares were issued and outstandingoutstanding (which includes certain treasury shares), all of which are entitled to vote on this Agreement except for those shares held in treasury. The Company has no shares of Preferred Stock issued and outstanding. As of September 17January 18, 1999, except for 305,000 (i) 2,396,646 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock PlanPlans, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock PlanPlans, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rights. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 of the Disclosure Schedule, are owned by either the Company or another of its Subsidiaries free and clear of all liens, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Subsidiary of the Company to issue, transfer or sell any shares of its capital stock.

Capitalization; Subsidiaries. The authorized capital stock of the Company consists of 30,000,000 300,000,000 Common Shares and 5,000,000 3,000,000 shares of preferred stockPreferred Stock, par value $.01 .10 per share (the "Preferred Stock") of which 300,000 shares are designated Series A Junior Participating Preferred Stock, par value $.10 per share (the "Junior Preferred Stock"). As of the close of business on September 17March 20, 1999, 10,375,693 182,027,902 Common Shares were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares Agreement, and 119,129 Common Shares were held in treasury. The Company has As of the close of business on March 20, 1999 there were no shares of Preferred Stock issued and outstanding. As The Company has no shares reserved for issuance, except that, as of September 17March 20, 1999, except for 305,000 there were 14,626,972 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock Plan, Plans there are not now, were 1,231,050 Common Shares reserved for issuance pursuant to outstanding warrants and at 300,000 shares of Junior Preferred Stock reserved for issuance upon exercise of the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating Rights. Section 4.3 of the Company Disclosure Schedule sets forth the holders of all outstanding Options and the number, exercise prices and expiration dates of each grant to issuesuch holders. Except as set forth in Section 4.3 of the Company Disclosure Schedule, transfer since December 31, 1998, the Company has not granted any Options or sell issued any shares of capital stock except pursuant to the exercise of the Company or any Options outstanding as of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and the outstanding Common Shares are, and all Common shares Shares which may be issued pursuant to the exercise of outstanding Options will be, when issued and paid for in accordance with the respective terms thereof, duly authorized, validly issued, fully paid, paid and nonassessable and free of are not subject to, nor were they issued in violation of, any preemptive rights. All Except as set forth in Section 4.3 of the Company Disclosure Schedule, there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its subsidiaries issued and outstanding. Except as set forth above or in Section 4.3 of the Company Disclosure Schedule or for the Rights and except for the transactions contemplated by this Agreement, there are no existing options, warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its subsidiaries, obligating the Company or any of its subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its subsidiaries or securities convertible into or exchangeable for such shares or equity interests and neither the Company nor any of its subsidiaries is obligated to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. Except as contemplated by this Agreement or the Rights Agreement, there are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Common Shares or the capital stock of the Company or any of its subsidiaries. Each of the outstanding shares of capital stock of each of the Company's Subsidiaries have been subsidiaries is duly authorized, validly issued and are issued, fully paid and non-assessable andnonassessable (except, except as set forth on Section 3.2 in the case of foreign subsidiaries, for immaterial failures to be such), and such shares of the Disclosure Schedule, Company's subsidiaries are owned by either the Company or another by a subsidiary of its Subsidiaries the Company in each case free and clear of all liensany lien, chargesclaim, claims or encumbrancesoption, charge, security interest, limitation, encumbrance and restriction of any kind (any of the foregoing being a "Lien"). There are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Subsidiary Set forth in Section 4.3 of the Company to issueDisclosure Schedule is a complete and correct list of each domestic subsidiary (direct or indirect) of the Company, transfer each material foreign subsidiary (direct or sell indirect) of the Company and any shares joint ventures or partnerships in which the Company or any of its capital stocksubsidiaries has an interest (and the amount and percentage of any such interest). No entity in which the Company or any of its subsidiaries owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole.

Capitalization; Subsidiaries. The Effective as of the Effective Time, the authorized capital stock of the Company consists Otelco will consist of 30,000,000 Common Shares and 5,000,000 20,800,000 authorized shares of preferred common stock, (i) 20,000,000 of which will be designated as Class A Common Stock, $0.01 par value $.01 per share ("Preferred Stock"the “Class A Otelco Shares”). As , 9,676,733 of the close of business on September 17, 1999, 10,375,693 Common Shares were which will then be issued and outstanding, all outstanding and (ii) 800,000 of which are entitled to vote on this Agreement except for those shares held in treasury. The Company has no shares will be designated as Class B Common Stock, $0.01 par value per share (the “Class B Otelco Shares”), 544,671 of Preferred Stock which will then be currently issued and outstanding. As of September 17All outstanding Class B Otelco Shares will be validly issued, 1999, except for 305,000 Common Shares reserved for issuance pursuant to outstanding Options fully paid and rights granted under the Stock Plannon-assessable. Except as set forth in on Schedule 3.2(c), there are not nowno preemptive rights, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, calls, commitments or other agreements of any character to which Otelco is a party or commitments, obligating by which it is bound calling for the Company to issue, transfer or sell any issuance of shares of capital stock of the Company Otelco or any securities convertible into or exercisable or exchangeable for, or representing the right to purchase or otherwise receive, any capital stock of its SubsidiariesOtelco. Section 3.2 All outstanding shares of the Disclosure Schedule sets forth capital stock of MergerCo are validly issued, fully paid and nonassessable and owned by Otelco, free and clear of all Liens. Immediately prior to the name Closing, except for this Agreement, there will be no options, warrants, rights, calls, commitments or agreements of each holder any character to which Otelco is a party or by which it is bound calling for the issuance of an outstanding Option under shares of capital stock of MergerCo or any securities convertible into or exchangeable for, or representing the Stock Planright to purchase or otherwise receive, and with respect to each Option held by any such holdercapital stock, or other arrangement to acquire, at any time or under any circumstances, capital stock of MergerCo. Effective as of the grant dateEffective Time, vesting schedule, exercise price Otelco will have duly authorized and number of Common Shares reserved for which such Option is exercisable. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to issuance the exercise of outstanding Options will beMerger Securities and, when issued in accordance with the respective terms thereofof Article II, the Merger Securities will be validly issued, fully paid, nonassessable and free of preemptive rights. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been validly issued and are fully paid and non-assessable and, except nonassessable. Except as set forth on Section 3.2 of the Disclosure ScheduleSchedule 3.2(c), are owned by either the Company or another of its Subsidiaries free and clear of all liensno Otelco Entity owns any capital stock, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptionsother securities, or rights or obligations to acquire the same, of any other rights, or other agreements or commitments, obligating any Subsidiary of the Company to issue, transfer or sell any shares of its capital stockPerson.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company (the “Capital Stock”) consists of 30,000,000 Common Shares and 5,000,000 shares of preferred stock50,000,000 shares, par value $.01 0.01 per share share, 40,000,000 shares of which are designated as common shares ("Preferred Stock"the “Common Shares”), and 10,000,000 shares of which are undesignated. As of June 30, 2006, 11,060,160 Common Shares were issued and outstanding. All of the issued and outstanding shares of Capital Stock have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. All of the issued and outstanding shares of Capital Stock were issued in compliance with any preemptive rights and any other statutory or contractual rights of any shareholders of the Company and in compliance with all applicable federal and state securities Laws. 947,451 Common Shares were reserved for issuance upon the exercise of outstanding awards pursuant to the Option Plans, and 225,000 Common Shares were reserved for issuance upon the exercise of outstanding Warrants. Section 4.2(a) of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person who, as of the close of business on September 17June 30, 19992006, 10,375,693 Common Shares were issued held an Option under any of the Option Plans or a Warrant, indicating with respect to each Option and Warrant then outstanding, all the number of which are entitled Shares subject to vote on this Agreement except for those shares held such Option or Warrant, the grant date and exercise price of such Option or Warrant, and the vesting schedule and expiration of such Option or Warrant. Except as set forth above and in treasury. The Section 4.2(a) of the Company has no shares of Preferred Stock issued and outstanding. As of September 17, 1999, except for 305,000 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock PlanDisclosure Schedule, there are not nowas of the date hereof, and at the Effective Time there will not be, any existing subscriptions, outstanding or authorized options, warrants, convertible securities, calls, subscriptionsrights (including preemptive rights), commitments or any other agreements of any character to which the Company or any of its Subsidiaries is a party, or other rightsby which it may be bound, requiring it to issue, transfer, sell, purchase, redeem or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock, or requiring it to give any Person the right to receive any benefit or rights similar to any rights enjoyed by or accruing to the holders of its shares of capital stock or any rights to participate in the equity or net income of the Company or any of its Subsidiaries. Except as set forth in Section 4.2(a) of the Company Disclosure Schedule, there are no shareholders’ agreements, voting trusts or other agreements or commitments, obligating understandings to which the Company or any of its Subsidiaries is a party or by which it is bound or, to issuethe Knowledge of the Company, between or among shareholders, in each case with respect to the transfer or sell voting of any shares of capital stock of the Company or any of its Subsidiaries. . (b) Section 3.2 4.2(b) of the Company Disclosure Schedule sets forth a true and complete list of the name names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rights. All of the Company’s Subsidiaries. Except as set forth in Section 4.2(c) of the Company Disclosure Schedule, all outstanding shares of capital stock of each or other equity interests of the Company's ’s Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 of the Disclosure Schedule, are owned by either the Company or another a direct or indirect wholly-owned Subsidiary of its Subsidiaries the Company, free and clear of all liens, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptions, or Liens other rights, or other agreements or commitments, obligating any Subsidiary of the Company to issue, transfer or sell any shares of its capital stockthan Permitted Liens (each as defined in Section 9.1).

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 30,000,000 Common Shares 70,000,000 shares of Company Stock, of which 19,038,832 shares of Company Stock are issued and outstanding and 5,000,000 shares of preferred stock, par value $.01 .0001 per share ("Preferred Stock"). As of the close of business on September 17share, 1999, 10,375,693 Common Shares were issued and outstanding, all none of which are entitled to vote on this Agreement except for those shares held in treasury. The Company has no shares of Preferred Stock issued and or outstanding. As of September 17Except as set forth on Schedule 3.2(a), 1999, except for 305,000 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock Plan, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or no other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company are authorized, reserved for issuance or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an issued and outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisablethere are no outstanding Company Options. All issued and outstanding Common Shares are, shares of Company Stock have been duly authorized and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, are validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth in Schedule 3.2(a), the Company does not have outstanding any subscription, option, put, call, warrant or other right or commitment to issue or any obligation or commitment to redeem or purchase, any of its authorized capital stock or any securities convertible into or exchangeable for any of its authorized capital stock. Except as disclosed on Schedule 3.2(a), there are no shareholder agreements, voting agreements, voting trusts or other similar arrangements to which the Company is a party which have the effect of restricting or limiting the transfer, voting or other rights associated with the capital stock of the Company. (b) Except as disclosed on Schedule 3.2(b) and except for its interest in its Subsidiaries, the Company does not own, directly or indirectly, any material equity interest in any person, domestic or foreign. All of the outstanding shares of capital stock of each of the Company's Subsidiaries are owned by the Company or any other Subsidiary of the Company (collectively, the "Company Subsidiary Shares"), have been validly issued duly authorized and are validly issued, fully paid and non-assessable and, except as set forth on Section 3.2 nonassessable and free of preemptive rights. There are no irrevocable proxies or similar obligations with respect to any of the Disclosure Schedule, Company Subsidiary Shares and all of the Company Subsidiary Shares are owned by either the Company or another of its Subsidiaries free and clear of all liens, claims, pledges, charges, claims or claims, encumbrances. There are no outstanding options, warrantsthird party rights, calls, subscriptions, security interests or other rightsrestrictions (collectively, or other agreements or commitments, obligating any "Liens") with respect thereto. No Subsidiary of the Company has outstanding any subscription, option, put, call, warrant or other right or commitment to issue, transfer nor any obligation or sell commitment to redeem or purchase, any shares of its authorized capital stock, or any securities convertible into or exchangeable for any of its authorized capital stock.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company (the "Company Stock") consists of 30,000,000 68,000,000 shares of Company Common Shares Stock and 5,000,000 2,000,000 shares of preferred stock, $0.001 par value $.01 per share (the "Company Preferred Stock"). As of December 13, 2006, there were 8,333,605 shares of Company Common Stock and no shares of any other class of the close Company's capital stock outstanding. As of business on September 17December 13, 19992006, 10,375,693 options to acquire 3,850,000 shares of Company Common Shares Stock have been granted pursuant to the Company's 2006 Incentive Stock Option Plan (the "Company Option Plan") and were issued outstanding and options to acquire 327,728 shares of Company Common Stock that were not granted pursuant to the Company Option Plan were outstanding, all of which are entitled to vote such options being described on this Agreement except Section 1.3(c) of the Disclosure Schedule. As of December 13, 2006, there were also outstanding securities convertible into or exercisable for those approximately an additional 9,025,585 shares held in treasuryof Company Common Stock, all of such securities being described on Section 1.3(d) of the Disclosure Schedule. The Company has no also reserved a total of approximately 3,400,206 shares of Preferred Company Common Stock issued and outstanding. As of September 17, 1999, except for 305,000 Common Shares reserved for issuance pursuant in connection with the Loan Conversion (as defined in Section 4.1(b)). Since December 13, 2006, the Company has not issued any additional shares of Company Stock (except as contemplated by Section 4.1(b)), nor has it granted or otherwise promised or undertaken to outstanding Options and grant any additional options or other rights granted under the Stock Plan, there that are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptionsconvertible into, or other rightsexercisable for, Company Stock or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock ownership rights of the Company (except as contemplated by Section 4.1(b)), nor has it made representations or any of its Subsidiaries. Section 3.2 commitments that are convertible into, or exercisable for, Company Stock or other ownership rights of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisableCompany. All issued and outstanding Common Shares are, shares of Company Stock have been duly authorized and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, are validly issued, fully paid, nonassessable and free of preemptive rights. All Except as described on Section 1.3(c) and Section 1.3(d) of the Disclosure Schedule, the Company does not have outstanding shares any subscription, option, put, call, warrant or other right or commitment to issue or any obligation or commitment to redeem or purchase, any of its authorized capital stock or any securities convertible into or exchangeable for any of its authorized capital stock. There are no stockholder agreements, voting agreements, voting trusts or other similar arrangements to which the Company is a party which have the effect of restricting or limiting the transfer, voting or other rights associated with the capital stock of each the Company. Section 2.2(a) of the Company's Subsidiaries have been validly issued Disclosure Schedule contains a true, accurate and are fully paid correct stockholders' list, setting forth the number of shares of Company Stock owned beneficially and non-assessable andof record by each stockholder of the Company as of the date of this Agreement, except and a list setting forth all outstanding options and other rights convertible into, or exercisable for, Company Stock as well as all holders thereof. (b) The Company has no Subsidiaries. The Company does not own, directly or indirectly, any equity or other interest or any right (contingent or otherwise) to acquire the same in any corporation, partnership, joint venture, business, trust or other entity. (c) Except as set forth on Section 3.2 2.2(c) of the Disclosure Schedule, are owned by either the Company has not granted any registration or another of its Subsidiaries free and clear of all liens, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptionssimilar rights to, or other rightsentered into any agreement relating to such rights with, or other agreements or commitments, obligating any Subsidiary person relating to the registration of any of the Company to issue, transfer or sell any shares of its capital stockstock under the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Capitalization; Subsidiaries. The authorized capital stock of the Company consists of 30,000,000 25,000,000 shares of Common Shares Stock, par value $.04 per share and 5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"). As of the close of business on September 17October 15, 1999, 10,375,693 there were 1,044,631 shares of Common Stock and 3,476,900 Series A Preferred Shares issued and outstanding and 869,225 Shares were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares held in the Company's treasury. The Company has no shares of Preferred Stock issued and outstanding. As of September 17October 15, 1999, except for 305,000 Common the obligation of the Company to issue (a) 308,018 Shares reserved for issuance pursuant to Options currently outstanding Options (including the currently non-exercisable portions thereof), and rights granted under the (b) Shares pursuant to an Employee Stock Purchase Plan, there are not now, and at the Effective Time there will not be, outstanding any existing options, warrants, calls, subscriptionsconvertible securities, subscriptions or other rights, rights or other agreements or commitments, commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiariessubsidiaries. Section 3.2 of No Options have exercise prices below the Transaction Consideration except as and to the extent set forth on Exhibit C to the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisableSchedule. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, are validly issued, fully paid, paid and nonassessable and free of are not subject to, and were not issued in violation of, preemptive rights. There are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of the capital stock of the Company or any of its subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been validly issued and subsidiaries are fully paid and non-assessable andowned, except as set forth on Section 3.2 of the Disclosure Scheduledirectly or indirectly, are owned by either the Company or another of its Subsidiaries free and clear of all liens, claims, options, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptions, security interests or other rights, or other agreements or commitments, obligating any Subsidiary legal and equitable rights and encumbrances of whatsoever nature. All issued and outstanding shares of capital stock of the Company to issueCompany's subsidiaries are validly issued, transfer or sell any shares of its capital stockfully paid and nonassessable and are not subject to, and were not issued in violation of, preemptive rights.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 30,000,000 49,000,000 shares of Company Common Shares Stock, par value $0.01 per share, and 5,000,000 1,000,000 shares of preferred stock, par value $.01 0.01 per share ("the “Company Preferred Stock"”). As of the close of business on September 17August 12, 19992016, 10,375,693 (i) 11,393,942 shares of Company Common Shares Stock were issued and outstanding, all outstanding (of which 31,801 shares are entitled to vote on this Agreement except for those shares held in treasury. The of Company has Restricted Stock), (ii) no shares of Company Preferred Stock were issued and outstanding. As outstanding or reserved for issuance, (iii) no shares of September 17Company Common Stock were held in the treasury of the Company, 1999, except for 305,000 (iv) 870,722 shares of Company Common Shares Stock were subject to or reserved for issuance pursuant or transfer upon exercise of outstanding Company Options or lapse of restrictions on shares of Company Restricted Stock and (v) 1,502,985 shares of Company Common Stock were reserved for issuance upon conversion of the Company Convertible Notes. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive (or similar) rights. (b) As of the close of business on August 12, 2016, the Company had outstanding Company Options to outstanding Options purchase 769,939 shares of Company Common Stock and rights 31,801 shares of Company Common Stock subject to certain restrictions as shares of Company Restricted Stock granted under the Equity Compensation Plan. The Equity Compensation Plan (including all amendments requiring approval) has been duly approved by the Company’s stockholders to the extent such approval is required under applicable Law or under the Company Organizational Documents. All shares of Company Common Stock subject to issuance or transfer in connection with the exercise, vesting or settlement of outstanding Company Options or shares of Company Restricted Stock granted under the Equity Compensation Plan, there are not now, upon issuance or transfer on the terms and at conditions specified in the Effective Time there will not be, any existing options, warrants, calls, subscriptions, Equity Compensation Plan or other rights, or other agreements or commitments, obligating the Company relevant agreement pursuant to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Company Option is exercisable. All issued and outstanding Common Shares areor share of Company Restricted Stock was granted, and all Common shares which may shall be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereofduly authorized, validly issued, fully paid, nonassessable and free of preemptive (or similar) rights. All Except (i) as set forth above and on Section 3.02(d) of the Disclosure Schedule, (ii) as a result of the exercise, vesting or settlement of the outstanding Company Options or shares of Company Restricted Stock granted under the Equity Compensation Plan, in each case granted prior to the date hereof, or (iii) for the Company Convertible Notes, there are no outstanding or authorized (1) shares of capital stock or other voting securities of the Company, (2) securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (3) preemptive or other outstanding rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, options, warrants or other rights to acquire from the Company, or obligations of the Company to issue, any capital stock or voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, (4) equity equivalents, interests in the ownership or earnings of the Company or other similar rights (the foregoing sections (1) – (4) collectively, “Company Securities”), and (5) shares of capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for shares of capital stock, voting securities or equity interests of any of the subsidiaries of the Company or any equity equivalents, interests in the ownership or earnings of any subsidiary of the Company or other similar rights (collectively, “Subsidiary Securities”). Except for the Company Convertible Notes, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or any Subsidiary Securities or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any subsidiary or any other person. (c) None of the Company or any of its subsidiaries is a party to any stockholders’ agreement, voting trust agreement or registration rights agreement relating to Company Securities or Subsidiary Securities or any other Contract relating to disposition, voting or dividends with respect to any Company Securities or Subsidiary Securities or granting to any person or group of persons the right to elect, or to designate or nominate for election, a director to the Company Board or the board of directors (or equivalent governing body) of any of its subsidiaries. (d) Section 3.02(d) of the Disclosure Schedule contains a complete and correct list of each subsidiary of the Company and all other entities in which the Company owns, directly or indirectly, any shares of capital stock or other equity interests. Such list sets forth the jurisdiction of organization, the amount of all shares of capital stock or other equity interests therein owned by the Company, directly or indirectly, and, with respect to each subsidiary of the Company, describes all of its outstanding Subsidiary Securities and lists the holders thereof. Each of the outstanding shares of capital stock or other equity interests of each of the Company's Subsidiaries have been such subsidiary is duly authorized, validly issued and are issued, fully paid and non-assessable andand was issued free of preemptive (or similar rights), and all such shares or other interests in any such subsidiary or person that are owned by the Company or a subsidiary of the Company are owned free and clear of all security interests, liens, claims, pledges, limitations or restrictions in voting, dividend or transfer rights, charges or other encumbrances of any nature whatsoever (“Liens”), except for Permitted Liens and such transfer restrictions of general applicability as may be provided under the Securities Act and other applicable securities Laws. The Company does not directly or indirectly control or own any capital stock of, or other voting securities or equity or similar interests in, or investment in or have any obligation to invest in, any other entity, except as set forth on Section 3.2 3.02(d) of the Disclosure Schedule. (e) Except as (i) set forth in Section 3.02(e) of the Disclosure Schedule and (ii) as may be incurred after the date hereof in accordance with Section 5.01, are owned there is not any indebtedness for borrowed money, or guarantees of indebtedness for borrowed money of any person, by either the Company or another any of its Subsidiaries free and clear subsidiaries. (f) As of all liensthe date hereof, chargesother than distributions by the Company’s subsidiaries in the ordinary course of business, claims or encumbrances. There there are no outstanding optionsdividends or similar distributions that have accrued or been declared but are unpaid on the Company Common Stock, warrantsCompany Preferred Stock, calls, subscriptions, Company Restricted Stock or other rights, or other agreements or commitments, obligating any Subsidiary equity interests of the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries is subject to issueany obligation (contingent or otherwise) to pay any dividend or otherwise to make any distribution or payment to any current or former holder of any of the Company Securities, transfer or sell any Subsidiary Securities, Company Restricted Stock, shares of capital stock or other equity interests of the Company or any of its capital stocksubsidiaries, as applicable, in respect of any such holder’s ownership of such equity securities.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 30,000,000 Common Shares and 5,000,000 9,530,902 shares of preferred stock, par value $.01 per share ("Common Stock and 4,137,846 shares of Preferred Stock"). As On the date hereof and, except to the extent Stock Options are exercised prior to the Closing, as of the close Closing, 3,385,510 shares of business on September 17, 1999, 10,375,693 Common Shares were Stock and 4,137,846 shares of Preferred Stock are issued and outstanding, all of which shares are entitled to vote on this Agreement except for those shares held in treasury. The Company has no shares owned beneficially and of Preferred Stock issued and outstanding. As of September 17, 1999, except for 305,000 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock Plan, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held record by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rightsSeller. All of the issued and outstanding shares of capital stock of each of the Company's Subsidiaries Common Stock and Preferred Stock have been duly authorized, validly issued and are fully paid and non-assessable and free of any preemptive rights in respect thereto. As of the date hereof and, except to the extent Stock Options are exercised prior to the Closing, as of the Closing, there are no issued or outstanding shares of capital stock of the Company other than 3,385,510 shares of Common Stock and 4,137,846 shares of Preferred Stock, and except as described on Schedule 4.2(a), (i) there are no shares of capital stock of the Company held in treasury and (ii) there are no subscriptions, options, “phantom” stock rights, stock appreciation rights, warrants or other rights entitling any Person to acquire or otherwise receive from the Company any shares of capital stock or securities of the Company convertible into or exchangeable for capital stock of the Company. Except as described on Schedule 4.2(a), there are no Contracts relating to the grant, issuance, repurchase, redemption or other acquisition by the Company of any Common Stock or any Preferred Stock. Except as described on Schedule 4.2(a), there are no voting trusts, shareholder agreements, proxies or other restrictions that restrict or limit the voting, sale or other disposition of any shares of Common Stock or Preferred Stock. No Person has any right of first offer, right of first refusal or preemptive right in connection with any future offer, sale or issuance of capital stock of the Company. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or are convertible into, exchangeable for or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of the Company on any matter. Schedule 4.2(a) sets forth a true and correct list as of the date hereof of all outstanding Stock Options issued under the Company Stock Plan, including the holder to whom the Stock Option was issued, date of grant, type of award, first vesting date, number of shares of Common Stock underlying such Stock Option and the exercise price per share of Common Stock. All Stock Options are out-of-the-money and shall not be entitled to any payment pursuant to Section 2.6(e). (b) Schedule 4.2(b) sets forth the names of each Subsidiary of the Company and shows for each such Subsidiary: (i) its jurisdiction of organization; (ii) the authorized and outstanding capital stock or other equity securities of each such Subsidiary; and (iii) the identity of and number of shares of such capital stock or other equity securities owned of record by each holder thereof. Except as set forth on Section 3.2 Schedule 4.2(b), (x) the Company has no Subsidiaries and (y) the Company does not own any capital stock or other equity securities of any other Person. (c) Each Subsidiary of the Disclosure ScheduleCompany is duly organized, are owned by either validly existing and in good standing in its jurisdiction of organization, with all requisite corporate or other similar power to own, lease and operate its property and to carry on its business as now being conducted. (d) Each such Subsidiary is duly qualified and/or licensed to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction in which the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (e) All of the issued and outstanding shares of capital stock or another other equity securities of its Subsidiaries each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable (to the extent that such concepts are applicable) and free and clear of all liensany preemptive rights with respect thereto. Except as described on Schedule 4.2(e), charges, claims or encumbrances. There there are no (i) issued or outstanding options, warrants, calls, subscriptions, shares of capital stock or other rights, or other agreements or commitments, obligating equity securities of any Subsidiary of the Company and (ii) subscriptions, options, “phantom” stock rights, stock appreciation rights, warrants or other rights entitling any Person to issue, transfer acquire or sell otherwise receive from any Subsidiary of the Company any shares of capital stock or other equity securities of such Subsidiary convertible into or exchangeable for capital stock or other equity securities of such Subsidiary (collectively, the “Subsidiary Securities”). Except as described on Schedule 4.2(e), no Subsidiary Securities are held in treasury. Except as described on Schedule 4.2(e), there are no Contracts relating to the grant, issuance, repurchase, redemption or other acquisition by any Subsidiary of the Company of any Subsidiary Securities. Except as described on Schedule 4.2(e), there are no voting trusts, shareholder agreements, proxies or other restrictions that restrict or limit the voting, sale or other disposition of any Subsidiary Securities. No Person has any right of first offer, right of first refusal or preemptive right in connection with any future offer, sale or issuance of any Subsidiary Securities. No Subsidiary of the Company has any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or are convertible into, exchangeable for or evidencing the right to subscribe for or acquire securities having the right to vote) with the holders of any Subsidiary Securities on any matter. (f) None of the Company and its Subsidiaries is obligated to make any investment in or capital stockcontribution to any Person. (g) The Company has provided to Parent true and complete copies of the certificate of incorporation, by-laws or other applicable organizational documents of each Subsidiary of the Company, each as in effect on the date hereof.

Capitalization; Subsidiaries. The (a) As of the date hereof, the Company’s authorized capital stock consists solely of the Company consists of 30,000,000 Common Shares and 5,000,000 14,850,000 authorized shares of preferred stockCommon Stock, par value $.01 per share ("Preferred Stock"). As 5,497,714 of the close of business on September 17, 1999, 10,375,693 Common Shares were which are presently issued and outstanding; 101,010 authorized shares of Convertible Preferred Stock, all of which are entitled to vote on this Agreement except for those shares held in treasury. The Company has no shares of Preferred Stock presently issued and outstanding; and 48,990 shares of Undesignated Preferred Stock, none of which are presently issued and outstanding, in each case, which shares are held beneficially and of record by the Persons set forth on Section 3.5(a) of the Disclosure Schedule in the amounts set forth opposite such Person’s name. No shares of the Company’s capital stock are held as treasury shares. As of September 17the date hereof, 1999, except for 305,000 up to 3,000,000 shares of Common Shares Stock are reserved for issuance pursuant to outstanding upon exercise of all authorized Options and rights granted under the Stock Option Plan, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 3.5(a) of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under Options, the number of shares of Common Stock Plansubject to such Options, and with respect to each Option held by any such holder, the grant date, vesting schedulestatus (giving effect to the Merger), and the exercise price and number thereof. Except as set forth in this Section 3.5(a), the Company does not have (i) any shares of Common Shares Capital Stock reserved for which such Option is exercisableissuance, or (ii) any outstanding or authorized option or warrant, relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from it, any shares of its capital stock. All issued and Except as set forth in this Section 3.5(a), Section 3.5(a) of the Disclosure Schedule or in this Agreement, there are no (i) outstanding Common Shares areobligations of the Company or of its Subsidiary to repurchase, and all Common shares which may be issued pursuant redeem or otherwise acquire any capital stock of the Company or (ii) voting trusts, proxies or other agreements among the Company’s stockholders with respect to the exercise voting or transfer of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rightsCompany’s capital stock. All of the issued and outstanding shares of capital stock of each the Company have been duly authorized, validly issued, are fully paid and are nonassessable, were not issued in violation of the terms of any agreement or other understanding binding upon the Company and were issued in compliance with all applicable charter documents of the Company and all applicable securities laws, rules and regulations. There are, and have been, no preemptive rights with respect to the issuance of the capital stock of the Company's Subsidiaries . (b) The Company’s only subsidiary is Pulmonetic International Limited, a Barbados corporation (the “Subsidiary”). All of the outstanding capital stock of, or other ownership interests in, the Subsidiary is owned beneficially and of record by the Company, directly, is validly issued, fully paid and nonassessable and free and clear of any preemptive rights (other than such rights as may be held by the Company), restrictions on transfer, Taxes or Liens. There are no (i) authorized or outstanding securities of the Company or the Subsidiary convertible into or exchangeable for, no options or warrants or the right to subscribe for, or providing for the issuance or sale of, any capital stock or other ownership interest in, or any other securities of, the Subsidiary, (ii) voting trusts, proxies or other agreements among the Subsidiary’s stockholders with respect to the voting or transfer of the Subsidiary’s capital stock, or (iii) outstanding obligations of the Company or of the Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in the Subsidiary. All of the issued and outstanding shares of capital stock of the Company’s Subsidiary have been duly authorized and validly issued issued, and are fully paid and non-assessable andnonassessable. The Subsidiary is and has always been inactive and has never had any assets, except as set forth on Section 3.2 liabilities or obligations of any nature whatsoever. (c) Except for the Subsidiary, the Company does not own an equity interest in or control, directly or indirectly any corporation, partnership, association or other business entity of which (i) if a corporation, the Company controls a majority of the Disclosure Scheduletotal voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, are managers or trustees thereof is at the time owned or controlled, directly or indirectly, by either that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, the Company or another controls a majority of its Subsidiaries free and clear of all liens, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptions, the partnership or other rightssimilar ownership interests thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other agreements business entity if such Person or commitmentsPersons shall be allocated a majority of partnership, obligating any Subsidiary association or other business entity gains or losses or shall be or control the managing director, managing member, general partner or other managing Person of the Company to issuesuch partnership, transfer association or sell any shares of its capital stockother business entity.

Capitalization; Subsidiaries. The authorized capital stock ---------------------------- of the Company consists of 30,000,000 25,000,000 shares of Common Shares Stock, par value $.04 per share and 5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"). As of the close of business on September 17October 15, 1999, 10,375,693 there were 1,044,631 shares of Common Stock and 3,476,900 Series A Preferred Shares issued and outstanding and 869,225 Shares were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares held in the Company's treasury. The Company has no shares of Preferred Stock issued and outstanding. As of September 17October 15, 1999, except for 305,000 Common the obligation of the Company to issue (a) 308,018 Shares reserved for issuance pursuant to Options currently outstanding Options (including the currently non-exercisable portions thereof), and rights granted under the (b) Shares pursuant to an Employee Stock Purchase Plan, there are not now, and at the Effective Time there will not be, outstanding any existing options, warrants, calls, subscriptionsconvertible securities, subscriptions or other rights, rights or other agreements or commitments, commitments obligating the Company or any of its subsidiaries to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiariessubsidiaries. Section 3.2 of No Options have exercise prices below the Transaction Consideration except as and to the extent set forth on Exhibit C to the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisableSchedule. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, are validly issued, fully paid, paid and nonassessable and free of are not subject to, and were not issued in violation of, preemptive rights. There are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of the capital stock of the Company or any of its subsidiaries. All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been validly issued and subsidiaries are fully paid and non-assessable andowned, except as set forth on Section 3.2 of the Disclosure Scheduledirectly or indirectly, are owned by either the Company or another of its Subsidiaries free and clear of all liens, claims, options, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptions, security interests or other rights, or other agreements or commitments, obligating any Subsidiary legal and equitable rights and encumbrances of whatsoever nature. All issued and outstanding shares of capital stock of the Company to issueCompany's subsidiaries are validly issued, transfer or sell any shares of its capital stockfully paid and nonassessable and are not subject to, and were not issued in violation of, preemptive rights.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 30,000,000 Common Shares and 5,000,000 200,000 shares of preferred stock, par value $.01 per share ("Preferred Common Stock"). As of At the close of business on September 17the date hereof, 1999, 10,375,693 114,195.55 shares of Common Shares were Stock are issued and outstanding, all 85,804.45 shares of which Common Stock are entitled to vote on this Agreement except for those shares held in treasury. The Company has no , Options with respect to an aggregate of 13,307.80 shares of Preferred Common Stock are issued and outstanding. As , and 1,444.27 shares of September 17, 1999, except for 305,000 Common Shares reserved for Stock are subject to issuance pursuant to the terms of the Option Plan. Schedule 3.04(a) in the Disclosure Schedule contains a true, correct and complete list of the authorized, issued and outstanding Equity Interests of the Company, including each Person who, as of the date hereof, is the record and beneficial owner of any (i) shares of Common Stock, together with the number of shares of Common Stock held by such Person and (ii) Options, together with the number of shares of Common Stock subject to each such Option, the number of Options that are, as of the date of this Agreement, expected to vest in connection with the closing of the transaction contemplated by this Agreement, and the exercise price per share. All of the issued and outstanding Equity Interests of the Company have been duly authorized and validly issued and, if applicable, are fully paid and non-assessable, were issued in compliance with applicable Laws, were not issued in breach or violation of any pre-emptive rights, call options, rights granted of first refusal, subscription rights, transfer restrictions or similar rights of any Person or under the Company’s Organizational Documents, and are owned beneficially and of record by the Person set forth on Schedule 3.04(a) in the Disclosure Schedule, free and clear of all Liens other than (i) general restrictions on transfer arising under the Securities Act and applicable state securities Laws and (ii) Liens granted in connection with the Credit Agreement and all other Loan Documents (as defined in the Credit Agreement) (which Liens will be released following the repayment of the Indebtedness of the Company and its Subsidiaries set forth on the Indebtedness Payoff Schedule pursuant to the Payoff Letters). (b) Schedule 3.04(b) in the Disclosure Schedule sets forth each of the Company’s Subsidiaries and, with respect to each such Subsidiary, its jurisdiction of incorporation, formation or organization. Other than the Subsidiaries, none of the Company or any Subsidiary of the Company owns any Equity Interest (or the right or obligation to acquire any Equity Interest) of any Person. Except as set forth on Schedule 3.04(b) in the Disclosure Schedule, all of the issued and outstanding shares of capital stock or other Equity Interests of each such Subsidiary have been duly authorized and validly issued and, if applicable, are fully paid and non-assessable, were issued in compliance with applicable Laws, were not issued in breach or violation of any pre-emptive rights, call options, rights of first refusal, subscription rights, transfer restrictions or similar rights of any Person or under such Subsidiary’s Organizational Documents, and are wholly owned beneficially and of record, directly or indirectly, by the Company or one of the Company’s Subsidiaries, free and clear of all Liens other than (i) general restrictions on transfer arising under the Securities Act and applicable state securities Laws, and (ii) any Permitted Liens. Other than the Company’s Subsidiaries set forth on Schedule 3.04(b) in the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or controls, directly or indirectly, any interest in any other corporation, partnership, limited liability company, association or other entity. Each of the Company’s Subsidiaries identified on Schedule 3.04(b) in the Disclosure Schedule is a corporation, limited liability company, or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its state of incorporation or organization and has full organizational power and authority to own, lease and operate its properties and carry on its business as presently conducted. Each of the Company’s Subsidiaries has the requisite organizational power and authority to execute and deliver the documents and agreements contemplated by this Agreement to which such Subsidiary is a party, perform its obligations thereunder and consummate the transactions contemplated thereby. The execution and delivery by each of the Company’s Subsidiaries of the documents and agreements contemplated by this Agreement to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been authorized by all requisite organizational action. Each of the Company’s Subsidiaries identified on Schedule 3.04(b) in the Disclosure Schedule is duly licensed and qualified to conduct business and in good standing under the Laws of each jurisdiction in which such qualification is required, except in such jurisdictions where the lack of such licensure or qualification, or the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. On or prior to the Closing the other documents contemplated by this Agreement to which any of the Company’s Subsidiaries is or is specified to be a party will be duly executed and delivered by such Subsidiary and assuming the due authorization, execution and delivery by each of the other parties thereto, if any, will constitute, the legal, valid and binding obligation of such Subsidiary, enforceable in accordance with their terms and conditions, subject to the Enforceability Exceptions. (c) There are no outstanding shares of Common Stock Planor other Equity Interests of the Company, other than the Company Stock and Options. Except for the Options set forth on Schedule 3.04(a) in the Disclosure Schedule, there are not now(i) no securities of the Company or any of its Subsidiaries convertible into or exercisable or exchangeable for shares of Common Stock or other Equity Interests of the Company or any of its Subsidiaries, and at the Effective Time there will not be, any existing (ii) no outstanding or authorized options, warrants, callspurchase rights, subscriptionssubscription rights, or other rights of first refusal, preemptive rights, conversion rights, exchange rights, “phantom” rights, appreciation rights, or other agreements contracts or commitmentscommitments relating to the Common Stock or any other Equity Interests of the Company or any of its Subsidiaries, obligating and no obligations that require or could require the Company or any of its Subsidiaries to issue, sell, deliver, or cause to be issued, sold or delivered, or otherwise cause to become outstanding any of Common Stock or other Equity Interests of the Company or any of its Subsidiaries or any securities convertible into or exercisable for such shares of Common Stock or other Equity Interests of the Company or any of its Subsidiaries, (iii) no outstanding or authorized calls, stock appreciation, phantom stock, stock-based performance units, profit participation, restricted stock, restricted stock units, other equity-based compensation awards, equity equivalents or other similar rights of or with respect to the Company or any of its Subsidiaries, and (iv) no repurchase, redemption or other obligation of the Company to issue, transfer or sell acquire any shares of capital stock the foregoing securities, any shares of Common Stock or other Equity Interests of the Company or any of its Subsidiaries. Section 3.2 of Except for the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock PlanEquity Agreements, and there are no voting trusts, stockholder agreements, or other Contracts or understandings with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rights. All voting or transfer of the outstanding shares Common Stock or other Equity Interests of capital stock of each of the Company's Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 of the Disclosure Schedule, are owned by either the Company or another any of its Subsidiaries free and clear of all liens, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Subsidiary of the Company to issue, transfer or sell any shares of its capital stockSubsidiaries.

Capitalization; Subsidiaries. The authorized capital stock of the Company consists of 30,000,000 50,000,000 Common Shares and 5,000,000 15,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock"), of which 500,000 shares are designated Series A Junior Participating Preferred Stock, par value $.01 per share ("Junior Preferred Stock"). As of the close of business on September 17August 6, 19991997, 10,375,693 20,325,546 Common Shares were issued and outstanding, all of which are entitled to vote on this Agreement except for those shares Agreement, and no Common Shares were held in treasury. The Company has no shares of Preferred Stock issued and outstanding. As of September 17August 6, 19991997, except for 305,000 (i) 3,632,195 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock PlanPlans, (ii) 500,000 shares of Junior Preferred Stock re- served for issuance upon exercise of the Rights and (iii) up to 192,270 Options issuable pursuant to the Company's Equity Option Program (the "Equity Option Program"), there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisablesubsidiaries. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, are validly issued, fully paid, nonassessable and free of preemptive rights. All of the outstanding shares of capital stock of each of the Company's Significant Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 3.02 of the disclosure schedule delivered to FSI by the Company on the date hereof (the "Company Disclosure Schedule"), are owned by either the Company or another of its Significant Subsidiaries free and clear of all liens, charges, claims or encumbrances. There are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Significant Subsidiary of the Company to issue, transfer or sell any shares of its capital stock.

Capitalization; Subsidiaries. (a) The authorized capital stock Company Shares comprise all of the Company consists of 30,000,000 Common Shares and 5,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock"). As of the close of business on September 17, 1999, 10,375,693 Common Shares were issued and outstanding, all of which Company’s equity securities that are entitled to vote on this Agreement except for those shares held in treasury. The Company has no shares of Preferred Stock issued and outstanding. As The Company Shares are held beneficially and of September 17record by the Sellers, 1999have been duly authorized, except for 305,000 Common Shares reserved for issuance pursuant to outstanding Options are validly issued, are free and rights granted under the Stock Planclear of all Liens (other than Permitted Liens), there are not nowfully paid and non-assessable. The attached Schedule 3.2(a)(i) accurately sets forth, and at the Effective Time there will not beas of October 15, any existing options2019, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock all of the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth Shares and the name of each holder of an outstanding Option under such Company Shares together with the Stock Plan, and with respect to each Option number of such Company Shares held by any each such holderholder as of October 15, the grant date2019. Except for Contracts and other instruments set forth on Schedule 3.2(a)(ii), vesting schedule, exercise price and number all of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares are, and all Common shares which may will be issued pursuant to the exercise of outstanding Options will be, when issued terminated in accordance connection with the respective terms thereof, validly issued, fully paid, nonassessable Closing (except for the Fourth Amended and free Restated Certificate of preemptive rights. All of the outstanding shares of capital stock of each Incorporation of the Company's Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 of the Disclosure Scheduledated September 30, are owned by either the Company or another of its Subsidiaries free and clear of all liens2019), charges, claims or encumbrances. There there are no outstanding or authorized, nor does the Company have any obligations to issue any, (i) options, warrants, rights, convertible securities, calls, subscriptionsputs, performance shares, stock appreciation rights, rights to subscribe, conversion rights (including convertible notes or other rights, similar convertible debt instruments) or other agreements or commitmentscommitments that require the Company to issue any equity or voting securities or any rights or interests exercisable therefor or (ii) stock appreciation, obligating phantom stock or similar rights with respect to the Company. Except for Contracts set forth on Schedule 3.2(a)(iii), all of which will be terminated in connection with the Closing, the Company is not party to, and to the knowledge of the Company, no other Person is party to, any Subsidiary voting trusts, proxies or any other Contract with respect to the voting of the Company Shares. Except for obligations pursuant to the Contracts and other instruments set forth on Schedule 3.2(a)(iv), all of which will be terminated in connection with the Closing (except for the Fourth Amended and Restated Certificate of Incorporation of the Company, dated September 30, 2019), there are no obligations of the Company to issue, transfer or sell pay any shares dividends to any of its capital stockequityholders. (b) At all times prior to the date hereof, the Company has not had any Subsidiaries and has not, directly or indirectly, owned any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in any Person.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 30,000,000 Common Shares and 5,000,000 37,000,000 shares, 36,000,000 shares of preferred stockwhich are designated as Common Stock, 1,000,000 shares of which are designated as Series A Preferred Stock, par value $.01 0.01 per share ("the “Preferred Stock"”, together with the Common Stock are collectively referred to herein as the “Capital Stock”). As of the date of this Agreement, 9,583,012 shares of Common Stock were issued and outstanding, and no shares of Preferred Stock were issued and outstanding. Other than the foregoing, there are no other shares of a class or series of Capital Stock of the Company or any Subsidiary thereof authorized or outstanding. All of the issued and outstanding shares of Capital Stock have been duly authorized and validly issued and are fully paid and nonassessable, and are free of preemptive rights. All of the issued and outstanding shares of Capital Stock were issued in compliance with any preemptive rights and any other statutory or contractual rights of any shareholders of the Company and in compliance with all applicable securities Laws. As of the date hereof, 1,774,491 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Warrants. Section 2.2 of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person who, as of the close of business on September 17December 11, 19992007, 10,375,693 Common Shares were issued held an Option under any of the Option Plans or otherwise or a Warrant, indicating with respect to each Option and Warrant then outstanding, all the number of which are entitled Shares subject to vote on this Agreement except for those shares held in treasurysuch Option or Warrant, the grant date and exercise price of such Option or Warrant, and the vesting schedule and expiration of such Option or Warrant. The Company has no shares only security issuable upon exercise of Preferred Stock issued and outstanding. As of September 17, 1999, except for 305,000 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock Plan, there or Warrants is Common Stock. There are not nowas of the date hereof, and at the Effective Time there will not be, any existing subscriptions, outstanding or authorized options, warrants, convertible securities, calls, subscriptionsrights (including preemptive rights), commitments or any other agreements of any character to which the Company or any of its Subsidiaries is a party, or other rightsby which it may be bound, requiring it to issue, transfer, sell, purchase, redeem or acquire any shares of its capital stock or any securities or rights convertible into, exercisable or exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock, or requiring it to give any Person the right to receive any benefit or rights similar to any rights enjoyed by or accruing to the holders of its shares of capital stock or any rights to participate in the equity or net income of the Company or any of its Subsidiaries. There are no shareholders’ agreements, voting trusts or other agreements or commitments, obligating understandings to which the Company or any of its Subsidiaries is a party or by which it is bound or, to issuethe knowledge of the Company, between or among shareholders, in each case with respect to the transfer or sell voting of any shares of capital stock of the Company or any of its Subsidiaries. . (b) Section 3.2 2.2(c) of the Company Disclosure Schedule sets forth a true and complete list of the name names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisableCompany’s Subsidiaries. All issued and outstanding Common Shares are, and all Common shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, validly issued, fully paid, nonassessable and free of preemptive rights. All of the outstanding shares of capital stock of each or other equity interests of the Company's ’s Subsidiaries have been validly issued and are fully paid and non-assessable and, except as set forth on Section 3.2 of the Disclosure Schedule, are owned by either the Company or another a direct or indirect wholly-owned Subsidiary of its Subsidiaries the Company free and clear of all liensLiens, chargesother than Permitted Liens. (c) Other than the Subsidiaries, claims or encumbrances. There there are no outstanding optionsother corporations, warrantsjoint ventures, calls, subscriptions, associations or other rightsentities in which the Company or any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other agreements interest or commitmentsany right (contingent or otherwise) to acquire the same. Other than the Subsidiaries, obligating any Subsidiary of neither the Company to issue, transfer or sell nor any shares of its capital stockSubsidiaries is a member of (nor is any part of its business conducted through) any partnership nor is the Company or any of its Subsidiaries a participant in any joint venture or similar arrangement.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 30,000,000 Common 100,000,000 Shares and 5,000,000 shares of preferred stock, par value $.01 0.01 per share ("Preferred Stock")share. As of March 6, 2018 (the close of business on September 17“Company Capitalization Date”), 1999, 10,375,693 Common (i) 60,905,666 Shares were issued and outstanding, all including 476,619 Restricted Shares, (ii) 2,545,963 Shares were subject to outstanding Company Options, (iii) 139,738 Shares (in addition to the Shares subject to outstanding Company Options) were reserved and available for issuance of which are entitled equity awards pursuant to vote on this Agreement except for those shares held in treasury. The the Company has Stock Plans and (iv) no shares of Preferred Stock preferred stock were issued and outstanding. As of September 17, 1999, except for 305,000 Common All the outstanding Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock Plan, there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiaries. Section 3.2 of the Disclosure Schedule sets forth the name of each holder of an outstanding Option under the Stock Plan, and with respect to each Option held by any such holder, the grant date, vesting schedule, exercise price and number of Common Shares for which such Option is exercisable. All issued and outstanding Common Shares arethat have been issued, and all Common shares which the Shares that may be issued pursuant to the exercise of any outstanding Options award under any Company Stock Plan will be, when issued in accordance with the respective terms thereofissued, duly authorized, validly issued, fully paid, paid and nonassessable and free of preemptive rights. All Section 3.2(a) of the Company Disclosure Schedule contains a correct and complete list, as of the Company Capitalization Date, of all outstanding Company Options and Restricted Shares, including, in each case, the name of the Company Stock Plan under which such Company Options or Restricted Shares were granted, the name of the holder, and the exercise price of such Company Options. (b) Except as set forth in Section 3.2(a) above or on Sections 3.2a) or 3.2b) of the Company Disclosure Schedule or, to the extent permitted by the express terms of this Agreement, (i) as of the date of this Agreement, the Company does not have any shares of capital stock issued or outstanding other than the Shares that were outstanding on the Company Capitalization Date or that have become outstanding after the Company Capitalization Date but were reserved for issuance as set forth in Section 3.2(a) above as of the Company Capitalization Date, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of the Company Subsidiaries is a party or otherwise obligating the Company or any of the Company Subsidiaries to (A) issue, transfer or sell any Shares or other equity interests of the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests (in each case other than to the Company or a wholly owned Company Subsidiary), (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, (C) redeem or otherwise acquire any Shares or other equity interests, or (D) make any payment to any Person the value of which is derived from or calculated based on the value of the Shares. Since the Company Capitalization Date until the date of this Agreement, the Company has not granted any equity or equity-based award to any of the directors, employees or independent contractors of the Company or any Company Subsidiaries. (c) Except as set forth on Section 3.2(c) of the Company Disclosure Schedule, all the issued and outstanding shares of capital stock of of, or other equity interests in, each of the Company's Subsidiaries Company Subsidiary have been validly issued and are fully paid and non-assessable andnonassessable and are wholly owned, except as set forth on Section 3.2 of the Disclosure Scheduledirectly or indirectly, are owned by either the Company or another of its Subsidiaries free and clear of all liensLiens, charges, claims other than Liens set forth in the applicable Company Subsidiary’s organizational documents made available to Parent or encumbrancesotherwise imposed by applicable securities Laws). There are no outstanding options, warrants, calls, subscriptions, or other rights, or other agreements or commitments, obligating any Subsidiary Section 3.2(c) of the Company to issueDisclosure Schedule sets forth a true, transfer or sell any shares correct and complete list of its capital stockall Company Subsidiaries.