Common use of Capital Structure Clause in Contracts

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock and 6,000,000 shares of preferred stock, par value $0.001 per share. As of the close of business on June 25, 2010, (i) 40,403,163 shares of Company Common Stock were issued and outstanding, (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (ai) The authorized capital stock of the Company MVT Corp. consists of 100,000,000 1,000 shares of Company MVT Common Stock and 6,000,000 shares Stock, all of preferred stock, par value $0.001 per share. As of the close of business on June 25, 2010, (i) 40,403,163 shares of Company Common Stock were issued and outstanding, (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv)which are, as of the close date hereof, and at all times prior to the MVT Distribution Time will be, owned of business on June 25, 2010, 3,472,973 record and beneficially by a member of the MI Group or the MVT Group free and clear of any Liens. There are no other shares of Company Common Stock were available for additional grants under capital stock or other equity securities of MVT Corp. that are authorized or outstanding. Immediately following the Company Stock Plans. All MVT Distribution all of the outstanding shares of Company MVT Common Stock will be owned of record and beneficially by MVT Holding, and no shares of MVT Common Stock will be held by MVT Corp. in its treasury. All issued and outstanding shares of MVT Common Stock are duly authorized, validly issued and outstandingissued, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock nonassessable (subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance personal liability which may be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. imposed on shareholders by former Section 3.2(a180.0622(2)(b) of the Disclosure Schedule sets forth an accurate and complete list WBCL for debts incurred prior to June 14, 2006 (for debts incurred on or after such date, Section 180.0622(2)(b) of the Options and SARs outstanding as of June 25WBCL has been repealed) owing to employees for services performed, 2010 but not exceeding six months’ service in any one case), and the exercise or base prices thereofshares of MVT Common Stock are not entitled to preemptive rights. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding No bonds, debentures, notes or other indebtedness of MVT Corp. having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders shareholders of the Company MVT Corp. may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence vote (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i“MVT Voting Debt”) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) are issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stockoutstanding. (diii) All of Except as contemplated by this Agreement and the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issuedTransaction Agreements, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There there are no subscriptionssecurities, options, warrants, calls, rights, callscommitments, contractsagreements, voting trusts, proxies arrangements or other arrangements undertakings of any kind to which the Company MVT Corp. or any of its Subsidiaries is a party (other than with the Company or by which any of them is bound obligating MVT Corp. or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of MVT Corp. or any of its Subsidiaries) relating to the issuance, saleMVT Voting Debt, voting, transfer, ownership MVT Common Stock or other rights with respect voting securities of MVT Corp. or any of its Subsidiaries or obligating MVT Corp. or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no, except as provided for in or permitted by this Agreement or the Transaction Agreements, outstanding obligations of MVT Corp. or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company MVT Corp. or any of its Subsidiaries. No Subsidiary . (iv) Other than the Contracts contemplated to effect the Transactions, there are no shareholder agreements, voting trusts or other Contracts to which MVT Corp. is a party or by which it is bound relating to the voting or transfer of the Company owns any share shares of capital stock or other equity security of the Company.MVT Corp.

Capital Structure. (a) The authorized capital stock of the Company Parent consists of 100,000,000 (i) 150,000,000 shares of Company Common Stock, $0.001 par value, of which there were 64,555,439 shares issued and 64,013,640 shares outstanding as of the close of business on January 31, 2004, and (ii) 1,000,000 shares of Preferred Stock, $0.001 par value, of which none of the shares were issued and outstanding as of the close of business on the Execution Date. There are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities, other than pursuant to the exercise of options outstanding as of such date under the Parent Amended and Restated 1993 Stock Option Plan (“1993 Plan”) and Supplemental Stock Option Plan (collectively, the “Parent Stock Option Plans”), and the Parent Amended and Restated Employee Stock Purchase Plan (the “Parent ESPP”). The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, $0.001 par value, all of which are issued and outstanding and held by Parent. The shares of Parent Common Stock and 6,000,000 Parent Non-Voting Convertible Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable. (b) All outstanding shares of preferred stockParent Common Stock are duly authorized, par value $0.001 per sharevalidly issued, fully paid and non-assessable and are free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound. As of the close of business on June 25January 31, 20102004, Parent has reserved (i) 40,403,163 22,224,060 shares of Company Parent Common Stock were for issuance to directors, officers, employees and consultants pursuant to the Parent 1993 Plan, of which 7,449,092 shares have been issued and pursuant to option exercises, 11,570,368 shares are subject to outstanding, unexercised options, and 3,204,600 shares are available for issuance thereunder; and (ii) no 1,500,000 shares of preferred stock were Parent Common Stock for issuance to employees and consultants pursuant to the Parent Supplemental Stock Option Plan, of which 33,403 shares have been issued pursuant to option exercises, 1,297,888 shares are subject to outstanding, unexercised options, and 168,709 remain available for future option grants and issuances thereunder; and (iii) an aggregate of 1,810,167 2,783,688 shares of Company Parent Common Stock were issuable upon exercise of then outstanding Options for issuance to officers and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition employees pursuant to the Parent ESPP, of which 2,058,265 shares of Company Common Stock referred to in clauses have been issued. On the Execution Date, except for (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject rights created pursuant to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securitiesParent Stock Option Plans, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for and the purchase thereof, Parent ESPP and (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the Parent’s right to vote (or convertible into or exchangeable for securities having the right to vote) on repurchase any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any unvested shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of Parent Stock Option Plans or the Company). There stock option agreements thereunder, there are no subscriptions, other options, warrants, calls, rights, calls, contracts, voting trusts, proxies commitments or other arrangements agreements of any character to which the Company or any of its Subsidiaries Parent is a party (other than with the Company or any of its Subsidiaries) relating by which it is bound obligating Parent to the issuanceissue, saledeliver, votingsell, transferrepurchase or redeem, ownership or other rights with respect cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock Parent Common Stock or other equity securities of obligating Parent to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any Subsidiary of the Companysuch option, including any right of conversion or exchange under any outstanding securitieswarrant, instrument call, right, commitment or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (ai) The authorized capital stock equity interests of the Company consists Parent consist of 100,000,000 shares of Company common units representing limited partner interests in Parent (“Parent Common Stock Units”), Class D Units representing limited partner interests in Parent (“Parent Class D Units”) and 6,000,000 shares of preferred stock, par value $0.001 per sharea general partner interest in Parent (“Parent General Partner Interest”). As of At the close of business on June September 25, 20102015 (the “Parent Capitalization Date”), (i) 40,403,163 shares of Company 1,044,764,836 Parent Common Stock Units were issued and outstanding, of which 5,776,462 consisted of Parent Restricted Units, (ii) no shares of preferred stock 2,156,000 Parent Class D Units were outstanding, issued and outstanding and (iii) there was an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable approximate 0.2576% Parent General Partner Interest. Except as of such date)set forth above, and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of at the close of business on June 25the Parent Capitalization Date, 2010, 3,472,973 shares no equity securities or other voting securities of Company Common Stock Parent were available for additional grants under issued or outstanding. Since the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject Parent Capitalization Date to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, (x) there have been no issuances by Parent of equity securities or other voting securities of Parent, other than the Company has conversion of Parent Class D Units outstanding as of the Parent Capitalization Date and (y) there have been no (i) outstanding stock or securities convertible into or exchangeable for any shares issuances by Parent of its equity securitiesoptions, or any outstanding warrants, other rights to subscribe for acquire equity securities of Parent or other rights that give the holder thereof any economic interest of a nature accruing to purchase any shares the holders of its equity securitiesParent Common Units. All outstanding Parent Common Units are, or any outstanding options for and all such Parent Common Units that may be issued prior to the purchase thereofEffective Time will be when issued, duly authorized, validly issued, fully paid (to the extent required by the Parent Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17‑607 and 17-804 of the DRULPA) and not subject to preemptive rights. (ii) any agreements providing for The authorized equity interests of ETP consist of common units representing limited partner interests in ETP (“ETP Common Units”), Class E Units representing limited partner interests in ETP (“ETP Class E Units”), Class G Units representing limited partner interests in ETP (“ETP Class G Units”), Class H Units representing limited partner interests in ETP (“ETP Class H Units”), Class I Units representing limited partner interests in ETP (the issuance “ETP Class I Units”), the Incentive Distribution Rights (as defined in the ETP Partnership Agreement, the “ETP IDRs”) and a general partner interest in ETP (“ETP General Partner Interest”). As of any the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of ETP consisted of (1) 8,853,832 ETP Class E Units, (2) 90,706,000 ETP Class G Units, (3) 81,001,069 ETP Class H Units, (4) the ETP Class I Units, (5) 495,421,664 ETP Common Units, (6) the ETP IDRs and (7) an approximate 1% ETP General Partner Interest. As of the Parent Capitalization Date, 3,838,321 ETP Common Units were issuable pursuant to employee and director equity plans of ETP. The authorized equity interests of SXL consist of common units representing limited partner interests in SXL (“SXL Common Units”), the Incentive Distribution Rights (as defined in the SXL Partnership Agreement, the “SXL IDRs”) and a general partner interest in SXL (“SXL General Partner Interest”). As of the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of SXL consisted of (x) 259,220,261 SXL Common Units, (y) the SXL IDRs and (z) an approximate 1.67% SXL General Partner Interest. As of the Parent Capitalization Date, 668,821 SXL Common Units were issuable pursuant to employee and director equity plans of SXL. All outstanding equity securities of ETP and SXL are, and all such securities that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid (to the extent required by the ETP Partnership Agreement or any stock or securities convertible into or exchangeable for SXL Partnership Agreement, as applicable) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17‑607 and 17-804 of the DRULPA) and not subject to preemptive rights. (iii) No Subsidiary of Parent owns any equity securities of the Company or (iii) outstanding Parent. There are no bonds, debentures, notes or other indebtedness having of Parent that give the holders thereof the right to vote (or that are convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders holders of the Company Parent Common Units may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests vote (“LiensVoting Parent Debt”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies trusts or other arrangements agreements or understandings to which the Company Parent or any of its Subsidiaries is a party (with respect to the voting or registration of the capital stock or other than with the Company equity interests of Parent or any of its Subsidiaries. Except for any obligations pursuant to this Agreement or as otherwise set forth above, as of the Parent Capitalization Date, there are no options, warrants, rights (including preemptive, conversion, stock appreciation, redemption or repurchase rights), convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which Parent or any of its Subsidiaries is a party or by which any of them is bound (1) relating obligating Parent or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity securities or other securities of, or equity interests in, or any security convertible or exchangeable for any equity securities or other security of, or equity interest in, Parent or of any of its Subsidiaries or any Voting Parent Debt, (2) obligating Parent or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking, (3) that give any person the right to subscribe for or acquire any securities of Parent or any of its Subsidiaries (including preemptive and anti-dilution rights), or to receive any economic interest of a nature accruing to the issuance, sale, voting, transfer, ownership holders of Parent Common Units or other rights with respect to any shares otherwise based on the performance or value of capital stock or other equity securities of Parent or any Subsidiary of its Subsidiaries, or (4) obligating Parent or any of its Subsidiaries to provide a material amount of funds to, or make any material investments in (in the Companyform of a loan, including capital contribution or otherwise), any right of conversion or exchange under any outstanding securities, instrument or agreementperson. Section 3.2(d) of the Disclosure Schedule sets forth, as As of the date of this Agreement, (i) for each Subsidiary there are no outstanding obligations of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company Parent or any of its Subsidiaries. No Subsidiaries to repurchase, redeem or otherwise acquire any equity securities, other than pursuant to the Parent Equity Plan, or options, warrants or other rights to acquire equity securities of Parent or any such Subsidiary other than as described above. (iv) The TopCo Common Shares to be issued pursuant to the Merger in accordance with Article II (A) will be duly authorized, validly issued, fully paid (to the extent required by the limited partnership agreement of TopCo) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17‑607 and 17-804 of the Company owns DRULPA), (B) will not be subject to preemptive rights created by statute, the organizational documents of TopCo or any share Contract to which TopCo or Parent is a party or is bound, (C) will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under applicable “blue sky” Laws and (D) will be approved for listing on the New York Stock Exchange, subject to official notice of capital stock or other equity security of issuance, prior to the CompanyEffective Time.

Capital Structure. (a) The authorized capital stock of the Company Parent consists entirely of 100,000,000 (i) 75,000,000 shares of Company Parent Common Stock and 6,000,000 Stock, (ii) 10,707 shares of preferred stock, par value $0.001 100 per share, of Parent, and (iii) 1,000,000 shares of special stock, without par value, of Parent (“Special Stock”), of which 100,000 shares have been designated as Series A Junior Participating Special Stock (“Series A Special Stock”). As of At the close of business on June 25November 27, 2010, 2009: (i) 40,403,163 26,602,173 shares of Company Parent Common Stock were issued and outstanding, outstanding (including 752,320 shares of restricted stock); (ii) 16,207,011 shares of Parent Common Stock were held by Parent in its treasury; (iii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Special Stock or Series A Special Stock were issuable upon exercise of then outstanding Options issued and SARs (whether or not exercisable as of such date), outstanding; and (iv) 939,570 RSUs 12,000 shares of Parent Common Stock were outstandingsubject to issued and outstanding options to purchase Parent Common Stock granted under Parent’s 1992 Non-Employee Directors’ Stock Option Plan, as amended, 469,955 shares of Parent Common Stock were subject to issued and outstanding options under Parent’s 2002 Equity Incentive Plan (the “Parent Stock Plan” and such stock options, the “Parent Stock Options”). In addition Parent has made available to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv)a list, as of the close of business on June 25November 27, 20102009, 3,472,973 of the holders of outstanding Parent Stock Options, restricted stock, performance shares or units, deferred shares, stock units and other stock awards and the number, exercise prices, vesting schedules, performance targets, expiration dates and other forfeiture provisions of Company Common Stock were available for additional grants under the Company Stock Planseach grant to such holders. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are Parent are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid, paid and nonassessable and free not subject to or issued in violation of preemptive rights and rights. Except as otherwise provided in this Section 3.2(c), there are owned directly not issued, reserved for issuance or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests outstanding (“Liens”i) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity voting securities of any Subsidiary of the CompanyParent, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) any securities convertible into or exchangeable or exercisable for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share shares of capital stock or voting securities of Parent or any Parent Subsidiary, or (iii) any warrants, calls, options or other equity security rights to acquire from Parent or any Parent Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent or any Parent Subsidiary. Except as otherwise provided in this Section 3.2(c), there are no outstanding obligations of Parent or any Parent Subsidiary to (i) issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent or any Parent Subsidiary or (ii) repurchase, redeem or otherwise acquire any such securities. Neither Parent nor any Parent Subsidiary is a party to any voting agreement with respect to the Companyvoting of any such securities. Except as otherwise provided in this Section 3.2(c) and for payments under Parent Benefit Plans, there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive from Parent or a Parent Subsidiary any payment based on the revenues, earnings or financial performance of Parent or any Parent Subsidiary or assets or calculated in accordance therewith.

Capital Structure. (a) The authorized capital stock Except as set forth in Section 3.2 of the Company consists UTI Disclosure Schedule, all of 100,000,000 shares the outstanding equity securities of Company Common Stock each Subsidiary of UTI is owned by UTI, directly or indirectly, free and 6,000,000 shares clear of preferred stockany Liens, par value $0.001 per shareincluding any restriction on the right to vote, sell or otherwise dispose of such equity securities. As of At the close of business on June 25February 2, 20102001, (i) 40,403,163 37,569,461 shares of Company UTI Common Stock were issued and outstanding, (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights, (ii) a total of 4,287,426 shares of UTI Common Stock were reserved for issuance upon exercise of then outstanding UTI Stock Options (as defined in Section 5.7) and UTI Warrants (as defined in Section 5.8), (iii) a total of 1,182,434 additional shares of UTI Common Stock were reserved for issuance under the UTI Stock Plans (as defined in Section 5.7), (iv) 1,206,548 shares of UTI Common Stock were held by UTI in its treasury, and (v) no shares of UTI Preferred Stock were issued and outstanding and 50,000 were reserved for issuance. Section 3.2(a) There are no outstanding stock appreciation rights ("SARs"). All outstanding equity securities of the Disclosure Schedule sets forth an accurate UTI are validly issued, fully paid and complete list of the non-assessable and not subject to preemptive rights. Except for UTI Stock Options and SARs UTI Warrants outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, Agreement and the Company has no (i) outstanding stock or securities convertible into or exchangeable for any additional shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company UTI Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable reserved for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or issuance under the organizational documents applicable to such Subsidiary of the Company). There UTI Stock Plans, there are no subscriptions, options, warrants, rights, callscommitments, contractsagreements, voting trusts, proxies arrangements or other arrangements undertakings of any kind to which the Company UTI or any of its Subsidiaries is a party (other than with the Company or by which any of them is bound obligating UTI or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity securities or other voting securities of UTI or its Subsidiaries) . True and correct copies of all agreements, instruments and other governing documents relating to the issuanceUTI Stock Options, sale, voting, transfer, ownership or other rights with respect UTI Stock Warrants and UTI Stock Plans have been furnished to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyPEC.

Capital Structure. (a) The authorized capital stock of the Company Parent consists of 100,000,000 1,250,000,000 shares of Company Parent Common Stock and 6,000,000 25,000,000 shares of preferred stock, without par value $0.001 per share(together with the Parent Common Stock, the "Parent Capital Stock"). As of At the close of business on June 25November 18, 20101998, (i) 40,403,163 254,359,353 shares of Company Parent Common Stock and 803,346.643 shares of Series B ESOP Convertible Preferred Stock of Parent were issued and outstanding, (ii) no 15,900 shares of preferred stock Parent Common Stock were outstandingheld by Parent in its treasury, (iii) an aggregate as of 1,810,167 October 30, 1998, 7,431,499 shares of Company Parent Common Stock were issuable upon exercise of then reserved for issuance pursuant to outstanding Options and SARs options to purchase Parent Common Stock granted under Parent Stock Plans (whether or not exercisable as of such datedefined in Section 6.04), and (iv) 939,570 RSUs 1,600,000 shares of Series A Junior Participating Preferred Stock of Parent were outstanding. In addition reserved for issuance in connection with the rights (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 14, 1990 (as amended from time to time, the "Parent Rights Agreement"), between Parent and ChaseMellon Shareholder Services, L.L.C., as Rights Agent and (v) 72,904 shares of Company Parent Common Stock referred to remain reserved for issuance in clauses (i)connection with Parent's previous acquisitions of ▇▇▇'▇ Incorporated and of Eckerd Corporation. Except as set forth above, (iii) and (iv), as of at the close of business on June 25November 18, 20101998, 3,472,973 no shares of Company Common capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and no securities of Parent or any Parent Subsidiary convertible into or exchangeable for, shares of capital stock, Voting Parent Debt (as defined below) or other voting securities of the Parent were issued, reserved for issuance or outstanding, reserved for issuance or outstanding. There are no outstanding Parent SARs (as defined in Section 6.04) that were not granted in tandem with a related Parent Employee Stock were available for additional grants under the Company Stock PlansOption. All of the outstanding shares of Company Common Parent Capital Stock are are, and all such shares that may be issued prior to the Effective Time or pursuant to this Agreement will be when issued, duly authorized, validly issued and outstandingissued, fully paid and non assessable nonassessable and free of preemptive rights. All shares of Company Common Stock not subject to issuance or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) any provision of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this AgreementDGCL, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securitiesParent Charter, the Parent Bylaws or any outstanding rights Contract to subscribe for which Parent is a party or to purchase otherwise bound. There are not any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders holders of the Company Parent Common Stock may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence vote (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof"Voting Parent Debt"). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forthExcept as set forth above, as of the date of this Agreement, there are not any options, warrants, calls, rights (including preemptive rights), convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary is a party or by which any of them is bound (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company obligating Parent or any of its Subsidiaries. No Parent Subsidiary of the Company owns any share to issue, deliver or sell, purchase, redeem or acquire or cause to be issued, delivered or sold, or purchased, redeemed or acquired additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Voting Parent Debt or other voting securities of Parent or (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of the Companydate of this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repur chase, redeem or otherwise acquire any shares of capital stock of Parent. Parent has made available to the Company a complete and correct copy of the Parent Rights Agreement as amended to the date of this Agreement. (b) The authorized capital stock of Sub consists of 1,000 shares of common stock, par value $1.00 per share, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lien.

Capital Structure. (a) The authorized capital stock of Parent as of the Company date of this Agreement consists of 100,000,000 (i) 70,000,000 shares of Company Parent Common Stock and 6,000,000 (ii) 5,000,000 shares of preferred stock, $0.001 par value $0.001 per share. share (“Parent Preferred Stock”). (b) As of the close of business on June 25February 9, 2010, 2006: (i) 40,403,163 33,786,204 shares of Company Parent Common Stock were issued and outstanding, ; (ii) no shares of preferred stock Parent Preferred Stock were issued or outstanding, ; (iii) an aggregate of 1,810,167 no shares of Company Parent Common Stock were issuable upon exercise held in the treasury of then outstanding Options and SARs (whether or not exercisable as of such date), and Parent; (iv) 939,570 RSUs were outstanding. In addition to the 10,984,264 shares of Company Parent Common Stock referred (the “Parent Option Shares”) were duly reserved for future issuance pursuant to in clauses (i), (iii) stock options granted pursuant to Parent’s option and incentive plans; and (iv), as of the close of business on June 25, 2010, 3,472,973 v) 326,391 shares of Company Parent Common Stock (the “Parent ESPP Shares”) were available duly reserved for additional grants under the Company future issuance pursuant to Parent’s Employee Stock PlansPurchase Plan. Except as described above, there were no shares of voting or non-voting capital stock, equity interests or other securities of Parent authorized, issued, reserved for issuance or otherwise outstanding. (c) All of the outstanding shares of Company Parent Common Stock are are, and any Parent Option Shares, and Parent ESPP Shares will be, if and when issued in accordance with the terms of the underlying securities described in Section 3.3(b), when issued in accordance with the terms hereof, duly authorized, validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstandingissued, fully paid and non-assessable assessable, and free not subject to, or issued in violation of, any preemptive, subscription or any kind of preemptive similar rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 The Parent Common Stock and the Warrants to be issued in the Merger, including the Parent Common Stock to be issued upon the exercise or base prices thereof. (b) Each Option of assumed Company Warrants and SAR was validly and properly approved by the Board of Directors (or a Warrants to be issued in the Merger, have been duly authorized committee or subcommittee thereof)and will, was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements when issued in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of this Agreement and the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value terms of the Company Common Stock underlying such Option warrant documents, be validly issued, fully paid and non-assessable, and not subject to, or SAR issued in violation of, any preemptive, subscription or any kind of similar rights, and will not be subject to any restrictions on resale under the date of grant Securities Act, other than restrictions imposed by Rules 144 and 145 under the Company has disclosed any re-pricing of Options or SARs in the Company Financial StatementsSecurities Act. (cd) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has There are no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company Parent may vote. The Company is not subject to any obligation to repurchase Except as described in subsection (b) above or otherwise acquire any shares in Schedule 3.3(d) of its equity securities or any convertible the Parent Disclosure Schedule, there are no outstanding securities, rights options, warrants, calls, rights, commitments, agreements, arrangements or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement undertakings of any Options kind (contingent or RSUs otherwise) to which Parent is a party or (ii) issued bound obligating Parent to issue, deliver or granted any optionssell, warrants or securities convertible into cause to be issued, delivered or exercisable for shares of its Company Common Stock. (d) All of the outstanding sold, additional shares of capital stock or other equity voting securities of each Parent or obligating Parent to issue, grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither Parent nor any Subsidiary of Parent is subject to any obligation or requirement to provide funds for or to make any investment (in the Company are validly issued, fully paid, nonassessable and free form of preemptive rights and are owned directly a loan or indirectly by the Company free and clear of capital contribution) in any pledges, liens, charges, mortgages, encumbrances and securities interests Person. (“Liens”e) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary All of the Company). There issued and outstanding shares of Parent Common Stock were issued in compliance in all material respects with all applicable federal and state securities Law. (f) Other than the Parent Voting Agreements, there are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements agreements, commitments or understandings to which the Company Parent or any of its Subsidiaries or, to the knowledge of Parent, any of the stockholders of Parent, is a party (other than with the Company or by which any of its Subsidiaries) relating them is bound with respect to the issuance, saleholding, votingacquisition, transfer, ownership voting or other rights with respect to disposition of any shares of capital stock or other security or equity securities interest of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company Parent or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (a) The authorized capital stock of the Company Giant consists of 100,000,000 50,000,000 shares of Company Giant Common Stock and 6,000,000 10,000,000 shares of preferred stock, par value $0.001 .01 per share, of Giant ("Giant Preferred Stock"). As of At the close of business on June 25April 14, 20101998, (i) 40,403,163 10,993,267 shares of Company Giant Common Stock were issued and outstanding, (ii) no 1,239,100 shares of preferred stock Giant Common Stock were outstandingheld by Giant in its treasury, (iii) an aggregate of 1,810,167 no shares of Company Common Giant Preferred Stock were issuable upon exercise of then designated, issued, outstanding Options and SARs (whether or not exercisable as of such date)held by Giant in its treasury, and (iv) 939,570 RSUs 421,550 shares of Giant Common Stock were reserved for issuance pursuant to Giant's 1989 Stock Incentive Plan (the "Giant Stock Plan"). Except as set forth above, at the close of business on April 14, 1998: (x) no shares of capital stock or other voting securities of Giant were issued, reserved for issuance or outstanding. In addition ; and (y) there were no outstanding stock appreciation rights (other and to the extent that Giant phantom stock rights would be deemed to constitute such rights). The Giant Disclosure Schedule sets forth a complete and correct list, as of April 14, 1998, of the number of shares of Company Giant Common Stock referred subject to in clauses (i)outstanding options under the Giant Stock Plan and the exercise prices thereof. All outstanding shares of capital stock of Giant are, (iii) and (iv)all shares which may be issued will be, as when issued, duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights. As of the close of business on June 25April 14, 20101998, 3,472,973 shares of Company Common Stock there were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness of Giant having the right to vote (or convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders of the Company Giant may vote. The Company Except for options outstanding under the Giant Stock Plan, as of the close of business on April 14, 1998, there were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Giant or any of its subsidiaries is not subject a party or by which any of them is bound obligating Giant or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Giant or of any obligation of its subsidiaries or obligating Giant or any of its subsidiaries to repurchase issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the close of business on April 14, 1998, there were no outstanding contractual obligations of Giant or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company Giant or any of its Subsidiaries is a party (other than with wholly owned subsidiaries. As of the Company close of business on April 14, 1998, there were no outstanding contractual obligations of Giant to vote or to dispose of any shares of the capital stock of any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Companysubsidiaries.

Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company IGL consists of 100,000,000 of: 250,000,000 shares of Company IGL Common Stock and 6,000,000 12,000,000 shares of preferred stockSeries Preferred Stock, $1.00 par value $0.001 per share(the "IGL Preferred Stock"), of which 3,000,000 shares have been designated as "Junior Participating Preferred Stock, Series C" (the "IGL Series C Preferred Stock"). As of At the close of business on June 2530, 20101997, (i) 40,403,163 approximately 93,600,000 shares of Company IGL Common Stock were issued and outstanding, (ii) no all of which were validly issued, are fully paid and nonassessable and are free of preemptive rights. No shares of preferred stock were outstandingIGL Preferred Stock have been issued, (iii) an aggregate and there has been no increase of 1,810,167 more than 1% in the number of issued and outstanding shares of Company IGL Common Stock were issuable upon exercise of then outstanding Options between June 30 and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plansdate hereof. All of the outstanding shares of Company IGL Common Stock are issuable in exchange for FTX Common Shares at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued and outstandingissued, fully paid and non assessable nonassessable and free of preemptive rights. All If and when the Warrants are exercised for IGL Common Stock in accordance with the terms of the IGL Warrants, such shares of Company IGL Common Stock subject to issuance under the Company Stock Plansissued upon such exercise will be duly authorized, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstandingissued, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25assessable, 2010 and the exercise holders of outstanding shares of capital stock of IGL are not entitled to any preemptive or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices other rights with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with IGL Warrants or the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company IGL Common Stock underlying issuable upon such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as exercise. As of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of except as contemplated by this Agreement, except for the Company has not rights (i"IGL Rights") issued any to purchase shares of Company IGL Series C Preferred Stock pursuant to the Rights Agreement (the "IGL Rights Agreement") dated June 21, 1989 between IGL and the First National Bank of Chicago, as Rights Agent, as amended, and except for stock options covering not in excess of 4,637,788 shares of IGL Common Stock except in connection with (collectively, the conversion"IGL Stock Options"), exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There there are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies rights or other arrangements agreements to which the Company IGL or any of its Subsidiaries is a party (other than with the Company or by which any of them is bound obligating IGL or any of its Subsidiaries) relating Subsidiaries to the issuanceissue, saledeliver or sell, votingor cause to be issued, transferdelivered or sold, ownership or other rights with respect to any additional shares of capital stock of IGL or other equity securities of any such Subsidiary of the Companyor obligating IGL or any such Subsidiary to grant, including extend or enter into any such option, warrant, call, right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) Each outstanding share of capital stock of each Subsidiary of IGL is duly authorized, validly issued, fully paid and nonassessable and, except as disclosed in the IGL SEC Documents or the IGL Letter, each such share, and all of the Disclosure Schedule sets forthequity interests in the IMC-Agrico Entities described in the IGL SEC Documents as being owned by IGL, as are beneficially owned by IGL or another Subsidiary of IGL, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. As of the date of this its filing, Exhibit 21.1 to IGL's Annual Report on Form 10-K for the year ended June 30, 1996, as filed with the United States Securities and Exchange Commission (the "SEC") (the "IGL Annual Report"), is a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC. Pursuant to the IGL Rights Agreement, (i) for each Subsidiary all shares of the Company, the name of such Subsidiary, together IGL Common Stock are issued with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyRights attached thereto.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 shares of Company Common Stock and 6,000,000 shares of preferred stockPreferred Stock, par value $0.001 per shareshare (the “Preferred Shares”). As of At the close of business on June 25August 30, 20102019 (the “Capitalization Date”), (i) 40,403,163 shares of Company Common Stock 11,038,737 Shares were issued and outstandingoutstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no shares of preferred stock Company Options were outstanding, outstanding and (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs no Preferred Shares were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of At the close of business on June 25the Capitalization Date, 2010, 3,472,973 shares of no Shares or Preferred Shares were reserved by the Company Common Stock were available for additional grants issuance other than 1,021,060 Shares reserved for issuance under the Company Stock PlansPlan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of Company Common Stock capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued and outstandingissued, fully paid and non assessable and free of preemptive rightsnonassessable. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) equity interests in each of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise Subsidiaries that is a partnership or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a limited liability company are duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grantvalidly issued. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity voting securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and Subsidiaries are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances Lien. (c) Except (i) as set forth in this Section 3.2 and securities interests (“Liens”ii) (other than Liens arising by operation of Law, under securities Laws or under for the organizational documents applicable to such Subsidiary authorization and issuance of the Company). There Series A Preferred Stock in accordance with Section 5.19, there are no subscriptionsoutstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, contractscommitments, voting trustsor rights of any kind that obligate, proxies or other arrangements to which with the passage of time may obligate, the Company or any of its Subsidiaries is a party to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than with the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries) relating . As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the issuance, sale, voting, transfer, ownership Shares or other rights with respect to any shares of capital stock or other equity outstanding securities of the Company or any Subsidiary of its Subsidiaries. To the Knowledge of the Company, including no Shares are held by any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(dits Subsidiaries. (d) Since the close of business on the Disclosure Schedule sets forth, as of Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the name percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of organization incorporation or incorporation, as formation of each such other Person. (h) Other than pursuant to the case may be, of such Subsidiary and (ii) for each Subsidiary Organizational Documents of the Company that or any of its Subsidiaries and the Support Agreement, the Company is not wholly-owned by a party to or bound by, any Contracts concerning the Company, the percentage voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (ai) The authorized capital stock of the Company Parent consists of (A) 100,000,000 shares of Company Parent Common Stock Stock, and 6,000,000 (B) 1,000,000 shares of preferred stock, par value $0.001 .10 per shareshare (the “Parent Preferred Stock”), none of which are designated. As of the close of business on June September 25, 2010, 2007 (ix) 40,403,163 (1) 12,040,596 shares of Company Parent Common Stock were issued and outstanding, (ii2) 1,564,549 shares of Parent Common Stock were reserved for issuance upon the exercise of Parent Options outstanding on such date, and (3) 314,443 shares of Parent Common Stock were reserved for issuance upon the exercise of Parent Warrants outstanding on such date, and (y) no shares of preferred stock Parent Preferred Stock were outstanding, (iii) an aggregate of 1,810,167 outstanding or reserved for issuance. All outstanding shares of Company Parent Common Stock were issuable upon exercise of then outstanding Options have been duly authorized and SARs (whether or validly issued and are fully paid and, except as set forth in the DGCL, non assessable and are not exercisable as of such date), and (iv) 939,570 RSUs were outstandingsubject to preemptive rights. In addition to the The shares of Company Parent Common Stock referred to in clauses (i), (iii) and (iv), be issued pursuant to or as specifically contemplated by this Agreement will have been duly authorized as of the close of business on June 25Effective Time and, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under if and when issued in accordance with the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUsterms hereof or thereof, will upon issuance be validly issued and outstandingissued, fully paid and non-assessable and free of will not be subject to preemptive rights. . (ii) Section 3.2(a3.1(b)(ii) of the Parent Disclosure Schedule sets forth an a complete and accurate list as of September 25, 2007 of each Parent Option and complete list Parent Warrant then outstanding, the name of the Options registered holder thereof, the number of shares of Parent Common Stock subject to such Parent Option and SARs outstanding as of June 25, 2010 Parent Warrant and the exercise or base prices purchase price (if any) and the expiration date thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders may vote (“Voting Debt”) of Parent are issued or outstanding. (iv) Except for (A) this Agreement, (B) the outstanding Parent Options specified in paragraph (i) above, (C) the convertible securities and warrants described in paragraphs (i) and (ii) above, which represented, as of September 25, 2007, the rights to acquire up to an aggregate of 1,878,992 shares of Parent Common Stock, and (D) agreements described in Section 3.1(b)(iv) of the Company may voteParent Disclosure Schedule, (E) agreements relating to the 6,362,820 shares of Parent Common Stock covered by Parent’s Registration Statement on Form SB-2, as initially filed with the SEC on May 16, 2007, and (F) agreements entered into and securities and other instruments issued after the date of this Agreement as permitted by Section 4.1, there are no options, warrants, calls, rights, commitments or agreements of any character to which Parent or any Subsidiary of Parent is a party or by which it or any such Subsidiary is bound obligating Parent or any Subsidiary of Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt or stock appreciation rights or ownership interests of Parent or of any Subsidiary of Parent or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. The Company is not subject There are no outstanding contractual obligations of Parent or any of its Subsidiaries (x) to any obligation to repurchase repurchase, redeem or otherwise acquire any shares of its equity capital stock, voting securities or ownership interests of Parent or any convertible securitiesof its Subsidiaries, rights or options (y) pursuant to which Parent or any of its Subsidiaries is or could be required to register shares of Parent Common Stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”), except any such contractual obligations entered into after the date hereof as permitted by Section 4.1 or as listed in Section 3.1(b)(iv) of the type described in the preceding sentence Parent Disclosure Schedule. (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June v) Since September 25, 2010 to 2007, except as permitted by Section 4.1 and except as set forth in Section 3.1(b)(v) of the date of this AgreementParent Disclosure Schedule, the Company Parent has not (iA) issued or permitted to be issued any shares of Company Common Stock except capital stock, stock appreciation rights or securities exercisable or exchangeable for or convertible into shares of capital stock of Parent or any of its Subsidiaries, other than pursuant to and as required by the terms of Parent Options granted prior to the date hereof (or awards granted after the date hereof in connection compliance with the conversionSections 4.1(c) and 4.1(k)); (B) repurchased, exercise redeemed or settlement otherwise acquired, directly or indirectly through one or more Parent Subsidiaries, any shares of capital stock of Parent or any Options or RSUs of its Subsidiaries; or (iiC) issued declared, set aside, made or granted any options, warrants paid to the stockholders of Parent dividends or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of other distributions on the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyParent.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 100,000,000 (i) 600,000,000 shares of Company Parent Class A Common Stock Stock, (ii) 125,000,000 shares of Class B common stock, par value $0.01 per share, of Parent (“Parent Class B Common Stock”), and 6,000,000 (iii) 50,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Parent Preferred Stock” and, together with the Parent Class A Common Stock and Parent Class B Common Stock, the “Parent Capital Stock”). At the close of business on the Measurement Date: (A) 281,240,390 shares of Parent Class A Common Stock were issued and outstanding, 35,420,258 shares of Parent Class B Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding; (B) the shares of Parent Class A Common Stock issued and outstanding include 1,176,897 shares of restricted Parent Class A Common Stock issued pursuant to Parent’s 2014 Amended and Restated Long-Term Incentive Plan, as amended from time to time (the “Parent Equity Plan”); (C) 1,256,781 Parent RSUs were issued and outstanding and 358,240 Parent PSUs were issued and outstanding at target performance levels; and (D) 7,961,297 shares of Parent Class A Common Stock were reserved for issuance pursuant to the Parent Equity Plan. (b) All outstanding shares of Parent Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of Parent Capital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. The Parent Class A Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. The Parent Class A Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. As of the close of business on June 25the Measurement Date, 2010, (i) 40,403,163 shares of Company Common Stock were issued and outstanding, (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable except as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.25.2, as there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of the date its Subsidiaries any capital stock of this Agreement, the Company has no (i) outstanding stock Parent or securities convertible into or exchangeable or exercisable for any shares capital stock of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, Parent (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon and the exercise, settlement conversion, purchase, exchange or forfeiture other similar price thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities interests of each the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly owned Subsidiary of the Company Parent, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paidpaid and nonassessable. Except as set forth in this Section 5.2, nonassessable and free except for changes since the Measurement Date resulting from the exercise of preemptive rights stock options outstanding at such date (and the issuance of shares of Parent Class A Common Stock thereunder, which were reserved for issuance as set forth in Section 5.2(a)), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are owned directly outstanding: (1) no shares of Parent Capital Stock, Voting Debt or indirectly by the Company free and clear other voting securities of Parent; (2) no securities of Parent or any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent, and (3) no subscriptions, options, warrants, rightssubscriptions, calls, contractsrights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts, proxies trusts or other arrangements agreements to which the Company Parent or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) by which it is bound relating to the issuance, sale, voting, transfer, ownership or other rights with respect to voting of any shares of capital stock or other equity securities interest of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company Parent or any of its Subsidiaries. No Subsidiary of the Company Parent owns any share shares of Parent Class A Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has any (x) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(b)(y) of the Parent Disclosure Letter. As of the date of this Agreement, the authorized capital stock or other equity security of the CompanyMerger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (a) The authorized capital stock of the Company REIT II consists of 100,000,000 98,999,000 shares of Company REIT II Common Stock and 6,000,000 Stock, 1,000,000 shares of preferred stock, $0.0001 par value per share (the "REIT II Preferred Stock"), of which 50,000 shares are classified and designated as shares of Series A Convertible Redeemable Preferred Stock, $0.001 0.0001 par value per shareshare (the "REIT II Series A Preferred Stock"), and 50,000 shares are classified and designated as Series 1 Convertible Redeemable Preferred Stock, $0.0001 par value per share (the "REIT II Series 1 Preferred Stock"), and 1,000 shares of Convertible Stock, $0.0001 par value per share ("REIT II Convertible Stock"). As of At the close of business on June 25May 22, 20102017, (i) 40,403,163 2,548,468 shares of Company REIT II Common Stock were issued and outstanding, (ii) no 2,862 shares of preferred stock REIT II Series A Preferred Stock were issued and outstanding, (iii) an aggregate of 1,810,167 2,828 shares of Company Common REIT II Series I Preferred Stock were issuable upon exercise of then outstanding Options issued and SARs (whether or not exercisable as of such date)outstanding, and (iv) 939,570 RSUs were outstanding. In addition to the no shares of Company Common REIT II Convertible Stock referred to in clauses (i), (iii) were issued and outstanding and (iv), as of the close of business on June 25, 2010, 3,472,973 v) 500,000 shares of Company REIT II Common Stock were available for additional grants grant under the Company Stock PlansREIT II Equity Incentive Plan. All of the outstanding shares of Company Common Stock capital stock of REIT II are duly authorized, validly issued and outstandingissued, fully paid and non assessable nonassessable and free of preemptive rights. All were issued in compliance with applicable securities Laws, and all shares of Company REIT II Common Stock subject to issuance under be issued in connection with the Company Stock PlansMerger, including outstanding Options, SARs and RSUswhen so issued in accordance with the terms of this Agreement, will upon issuance be duly authorized, validly issued and outstandingissued, fully paid and non-assessable nonassessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted will be issued in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grantsecurities Laws. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.25.4, as there is no other outstanding capital stock of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common StockREIT II. (db) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company REIT II Subsidiaries that is a corporation are duly authorized, validly issued, fully paidpaid and nonassessable. All equity interests in each of the REIT II Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the REIT II Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, nonassessable upon issuance will be validly issued, fully paid and nonassessable. REIT II or the REIT II Operating Partnership owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the REIT II Subsidiaries, free and clear of all Liens, other than Permitted Liens, and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests rights. (“Liens”c) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) ("REIT II Voting Debt") of REIT II or any REIT II Subsidiary issued and outstanding. Except as set forth in Section 5.4(c) of the REIT II Disclosure Letter and other than (i) pursuant to the REIT II DRIP, (ii) shares of REIT II Common Stock and/or warrants issuable pursuant to the terms of the REIT II Series A Preferred Stock and the REIT II Series 1 Preferred Stock, (iii) shares of REIT II Common Stock issuable pursuant to the terms of the REIT II Convertible Stock and (iv) pursuant to the REIT II Share Repurchase Program, there are no outstanding subscriptions, securities options, warrants, calls, rights, callsprofits interests, contractsstock appreciation rights, voting trustsphantom stock, proxies convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other arrangements similar rights, agreements, arrangements, undertakings or commitments of any kind to which the Company REIT II or any of its the REIT II Subsidiaries is a party (other than with the Company or by which any of them is bound obligating REIT II or any of its Subsidiariesthe REIT II Subsidiaries to (i) relating issue, transfer or sell or create, or cause to the issuancebe issued, sale, voting, transfer, ownership transferred or other rights with respect to sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of REIT II or any REIT II Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities or other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock, REIT II Voting Debt or other equity interests. (d) Neither REIT II nor any REIT II Subsidiary is a party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of any capital stock of REIT II or any of the REIT II Subsidiaries. Neither REIT II nor any REIT II Subsidiary has granted any registration rights on any of its capital stock. No REIT II Common Stock is owned by any REIT II Subsidiary. (e) REIT II does not have a "poison pill" or similar stockholder rights plan. (f) All dividends or other distributions on the shares of REIT II Common Stock or REIT II OP Units and any material dividends or other distributions on any securities of any REIT II Subsidiary of the Company, including any right of conversion which have been authorized or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of declared prior to the date of this Agreement, hereof have been paid in full (i) for each Subsidiary of except to the Company, the name of extent such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary dividends have been publicly announced and (ii) for each Subsidiary of the Company that is are not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Companyyet due and payable).

Capital Structure. (ai) The authorized capital stock equity interests of the Company consists Parent consist of 100,000,000 shares of Company common units representing limited partner interests in Parent (“Parent Common Stock Units”), Class D Units representing limited partner interests in Parent (“Parent Class D Units”) and 6,000,000 shares of preferred stock, par value $0.001 per sharea general partner interest in Parent (“Parent General Partner Interest”). As of At the close of business on June September 25, 20102015 (the “Parent Capitalization Date”), (i) 40,403,163 shares of Company 1,044,764,836 Parent Common Stock Units were issued and outstanding, of which 5,776,462 consisted of Parent Restricted Units, (ii) no shares of preferred stock 2,156,000 Parent Class D Units were outstanding, issued and outstanding and (iii) there was an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable approximate 0.2576% Parent General Partner Interest. Except as of such date)set forth above, and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of at the close of business on June 25the Parent Capitalization Date, 2010, 3,472,973 shares no equity securities or other voting securities of Company Common Stock Parent were available for additional grants under issued or outstanding. Since the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject Parent Capitalization Date to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, (x) there have been no issuances by Parent of equity securities or other voting securities of Parent, other than the Company has conversion of Parent Class D Units outstanding as of the Parent Capitalization Date and (y) there have been no (i) outstanding stock or securities convertible into or exchangeable for any shares issuances by Parent of its equity securitiesoptions, or any outstanding warrants, other rights to subscribe for acquire equity securities of Parent or other rights that give the holder thereof any economic interest of a nature accruing to purchase any shares the holders of its equity securitiesParent Common Units. All outstanding Parent Common Units are, or any outstanding options for and all such Parent Common Units that may be issued prior to the purchase thereofEffective Time will be when issued, duly authorized, validly issued, fully paid (to the extent required by the Parent Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and not subject to preemptive rights. (ii) any agreements providing for The authorized equity interests of ETP consist of common units representing limited partner interests in ETP (“ETP Common Units”), Class E Units representing limited partner interests in ETP (“ETP Class E Units”), Class G Units representing limited partner interests in ETP (“ETP Class G Units”), Class H Units representing limited partner interests in ETP (“ETP Class H Units”), Class I Units representing limited partner interests in ETP (the issuance “ETP Class I Units”), the Incentive Distribution Rights (as defined in the ETP Partnership Agreement, the “ETP IDRs”) and a general partner interest in ETP (“ETP General Partner Interest”). As of any the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of ETP consisted of (1) 8,853,832 ETP Class E Units, (2) 90,706,000 ETP Class G Units, (3) 81,001,069 ETP Class H Units, (4) the ETP Class I Units, (5) 495,421,664 ETP Common Units, (6) the ETP IDRs and (7) an approximate 1% ETP General Partner Interest. As of the Parent Capitalization Date, 3,838,321 ETP Common Units were issuable pursuant to employee and director equity plans of ETP. The authorized equity interests of SXL consist of common units representing limited partner interests in SXL (“SXL Common Units”), the Incentive Distribution Rights (as defined in the SXL Partnership Agreement, the “SXL IDRs”) and a general partner interest in SXL (“SXL General Partner Interest”). As of the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of SXL consisted of (x) 259,220,261 SXL Common Units, (y) the SXL IDRs and (z) an approximate 1.67% SXL General Partner Interest. As of the Parent Capitalization Date, 668,821 SXL Common Units were issuable pursuant to employee and director equity plans of SXL. All outstanding equity securities of ETP and SXL are, and all such securities that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid (to the extent required by the ETP Partnership Agreement or any stock or securities convertible into or exchangeable for SXL Partnership Agreement, as applicable) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and not subject to preemptive rights. (iii) No Subsidiary of Parent owns any equity securities of the Company or (iii) outstanding Parent. There are no bonds, debentures, notes or other indebtedness having of Parent that give the holders thereof the right to vote (or that are convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders holders of the Company Parent Common Units may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests vote (“LiensVoting Parent Debt”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies trusts or other arrangements agreements or understandings to which the Company Parent or any of its Subsidiaries is a party (with respect to the voting or registration of the capital stock or other than with the Company equity interests of Parent or any of its Subsidiaries. Except for any obligations pursuant to this Agreement or as otherwise set forth above, as of the Parent Capitalization Date, there are no options, warrants, rights (including preemptive, conversion, stock appreciation, redemption or repurchase rights), convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which Parent or any of its Subsidiaries is a party or by which any of them is bound (1) relating obligating Parent or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity securities or other securities of, or equity interests in, or any security convertible or exchangeable for any equity securities or other security of, or equity interest in, Parent or of any of its Subsidiaries or any Voting Parent Debt, (2) obligating Parent or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking, (3) that give any person the right to subscribe for or acquire any securities of Parent or any of its Subsidiaries (including preemptive and anti-dilution rights), or to receive any economic interest of a nature accruing to the issuance, sale, voting, transfer, ownership holders of Parent Common Units or other rights with respect to any shares otherwise based on the performance or value of capital stock or other equity securities of Parent or any Subsidiary of its Subsidiaries, or (4) obligating Parent or any of its Subsidiaries to provide a material amount of funds to, or make any material investments in (in the Companyform of a loan, including capital contribution or otherwise), any right of conversion or exchange under any outstanding securities, instrument or agreementperson. Section 3.2(d) of the Disclosure Schedule sets forth, as As of the date of this Agreement, (i) for each Subsidiary there are no outstanding obligations of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company Parent or any of its Subsidiaries. No Subsidiaries to repurchase, redeem or otherwise acquire any equity securities, other than pursuant to the Parent Equity Plan, or options, warrants or other rights to acquire equity securities of Parent or any such Subsidiary other than as described above. (iv) The TopCo Common Shares to be issued pursuant to the Merger in accordance with Article II (A) will be duly authorized, validly issued, fully paid (to the extent required by the limited partnership agreement of TopCo) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Company owns DRULPA), (B) will not be subject to preemptive rights created by statute, the organizational documents of TopCo or any share Contract to which TopCo or Parent is a party or is bound, (C) will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under applicable “blue sky” Laws and (D) will be approved for listing on the New York Stock Exchange, subject to official notice of capital stock or other equity security of issuance, prior to the CompanyEffective Time.

Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company Parent consists of (i) 100,000,000 shares of Company Parent Common Stock Stock, (ii) 100,000,000 shares of Class B common stock, $0.001 par value (the “Parent Class B Common Stock”) and 6,000,000 (iii) 100,000,000 shares of preferred stock, $0.001 par value $0.001 per share(the “Parent Preferred Stock”). As of the close of business on June 25, 2010date hereof, (iA) 40,403,163 (w) 2,500,000 shares of Company Parent Common Stock were are issued and outstanding, (iix) 24,000,000 shares of Parent Class B Common Stock are issued and outstanding, (y) no shares of preferred stock were Parent Preferred Stock are issued and outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and (ivz) 939,570 RSUs were outstanding. In addition to the no other shares of Company Common Stock referred to in clauses (i)capital stock are issued and outstanding, (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 B) no shares of Company Common Stock were available for additional grants under the Company Stock Planscapital stock are held in treasury or owned by a Subsidiary of Parent. All of the Parent Class B Common Stock is held by RCAP Holdings, LLC, a Delaware limited liability company. All outstanding shares of Company Parent Common Stock are and Parent Class B Common Stock were duly authorized and validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, are fully paid and non-assessable and free of preemptive rightsassessable. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved All securities issued by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted Parent have been issued in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grantLaw. All Options, SARs and RSUs are in compliance in all material respects with the terms As of the applicable Company Stock Plan under which such Optionsdate hereof, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value 250,000 shares of the Company Parent Common Stock underlying are reserved for issuance under equity plans adopted by Parent (excluding any such Option or SAR on the date shares issuable upon exchange of grant operating subsidiary units held by RCAP Holdings, LLC (and the Company has disclosed any re-pricing cancellation of Options or SARs in the Company Financial Statementsits corresponding shares of Parent Class B Common Stock)). (cb) Except as otherwise set forth in this Section 3.2, as of the date of Parent SEC Documents and except for any obligations pursuant to this Agreement, the Company has no CVR Agreement or as set forth in subsection (a) above, (i) Parent does not have any shares of its capital stock issued, outstanding or reserved for issuance and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar rights, agreements, Contracts, undertakings or commitments of any kind relating to capital stock or other equity or voting interests of Parent to which Parent is a party or otherwise obligating Parent to (A) issue, transfer or sell any shares of capital stock or other equity or voting interests of Parent or securities convertible into or exchangeable for such shares or equity or voting interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar right, agreement, Contract, undertaking or arrangement or (C) redeem, repurchase, or otherwise acquire any such shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any capital stock or securities other equity or voting interests. (c) Parent has no Indebtedness or other obligations convertible into or exchangeable for any into equity securities of interests or otherwise giving the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having holders thereof the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of Parent on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stockmatter. (d) All Except as set forth in Section 5.3(d) of the outstanding shares Parent Disclosure Letter or the Parent SEC Documents, there are no shareholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which Parent is a party or, to Parent’s knowledge, among any security holders of Parent with respect to securities of Parent, with respect to the voting or registration of the capital stock or other voting or equity securities interest of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company Parent or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other preemptive rights with respect thereto, and there are no outstanding obligations of Parent to repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities or voting interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyParent.

Capital Structure. (a) The authorized capital stock of the Company Parent consists of 100,000,000 50,000,000 shares of Company Common Stock and 6,000,000 shares of preferred stockStock, par value $0.001 0.01 per share (the "Parent Common Stock"), and 3,000,000 shares of Preferred Stock, par value $0.01 per share, of which 100,000 have been designated Series D Convertible Preferred Stock and 100,000 have been designated Series E Preferred Stock (the "Permanent Preferred Stock"). As of At the close of business on June 25July 12, 2010, 2002: (i) 40,403,163 24,911,352 shares of Company Parent Common Stock were issued and outstanding, ; (ii) 52,600 shares of Parent Common Stock in the aggregate were held by Parent and its subsidiaries in their treasuries; (iii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Preferred Stock were issuable upon exercise of then outstanding Options issued and SARs (whether or not exercisable as of such date), outstanding; and (iv) 939,570 RSUs were outstanding. In addition to the 3,631,506 shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available reserved for additional grants issuance pursuant to the plans set forth in Section 3.02(c) of the Parent Disclosure Schedule (collectively, the "Parent Stock Plans"), of which 3,357,000 shares are subject to outstanding employee stock options or other rights to purchase or receive Parent Common Stock granted under the Company Parent Stock PlansPlans (collectively, "Parent Employee Stock Options"). All of the outstanding shares of Company capital stock of Parent are, and all shares which may be issued (including the Bridge Preferred Stock and Parent Common stock to be issued hereunder and the Permanent Preferred Stock are and the Conversion Shares issuable upon conversion thereof) will be, when issued, duly authorized, validly issued and outstandingissued, fully paid and non assessable nonassessable and not subject to preemptive rights, and free of preemptive rights. All shares of Company Common Stock subject to issuance restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and under the Company Stock Plans, including outstanding Options, SARs Management Rights and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rightsStandstill Agreement. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.23.02(c), as of the date of this Agreementexcept for changes since July 12, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for 2002 resulting from the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of Parent Common Stock pursuant to the type described in the preceding sentence (other than the acquisition of Company Common Stock, Parent Employee Stock Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has (x) there are not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly reserved for issuance or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests outstanding (“Liens”A) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity voting securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this AgreementParent, (iB) any securities of Parent convertible into or exchangeable or exercisable for each Subsidiary shares of the Company, the name capital stock or voting securities of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary Parent and (iiC) for each Subsidiary of the Company that is not wholly-owned by the Companyany warrants, the percentage of equity of such Subsidiary owned by the Company calls, options or other rights to acquire from Parent or any Parent subsidiary, and no obligation of its SubsidiariesParent or any Parent subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent and (y) there are no outstanding obligations of Parent or any Parent subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. No Subsidiary Neither Parent nor any Parent subsidiary is a party to any voting or registration rights agreement with respect to the voting or registration of the Company owns any share such securities. There are no outstanding (A) securities of Parent or 24. any Parent subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other equity security voting securities or ownership interests in any Parent subsidiary, (B) warrants, calls, options or other rights to acquire from Parent or any Parent subsidiary, and no obligation of Parent or any Parent subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Parent subsidiary or (C) obligations of Parent or any Parent subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Parent subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Other than the Parent subsidiaries, Parent does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity. All outstanding shares of Parent Common Stock and all outstanding Parent Employee Stock Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in applicable Parent Material Contracts. All securities reacquired by Parent were reacquired in compliance with (i) the applicable provisions of the CompanyDGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Parent Material Contracts.

Capital Structure. (a) The authorized capital stock of the Company Parent consists of 100,000,000 3,000,000,000 shares of Company Parent Common Stock and 6,000,000 10,000,000 shares of preferred stock, par value $0.001 per shareshare ("Parent Preferred Stock"). As of At the close of business on June 2524, 20102005, (i) 40,403,163 1,255,097,891 shares of Company Parent Common Stock were issued and outstanding, (ii) no shares of preferred stock Parent Common Stock were outstandingheld by Parent in its treasury, (iii) an aggregate of 1,810,167 264,490,747 shares of Company Parent Common Stock were issuable upon exercise reserved for issuance (including shares underlying outstanding stock options and shares available for future grant) pursuant to the 2002 Stock Incentive Plan, as amended, the 1993 Qualified Employee Stock Purchase Plan, as amended, and stock options assumed in connection with prior acquisitions (of then which 177,175,007 shares of Parent Common Stock were subject to outstanding Options and SARs (whether or not exercisable as of such date), stock options) and (iv) 939,570 RSUs no shares of Parent Preferred Stock were issued or outstanding. In addition to the shares of Company Common Stock referred to Except as set forth above in clauses (ithis Section 4.02(a), (iii) and (iv), as of at the close of business on June 2524, 20102005, 3,472,973 no shares of Company Common Stock capital stock or other voting securities of Parent were available issued, reserved for additional grants under the Company Stock Plansissuance or outstanding. All of the outstanding shares of Company capital stock of Parent are, and all shares which may be issued (including shares of Parent Common Stock are to be issued in accordance with this Agreement) will be, when issued, duly authorized, validly issued and outstandingissued, fully paid and non assessable nonassessable and free of not subject to preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth above in this Section 3.24.02(a), as of the date of this Agreement, the Company has there are no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders of the Company Parent may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (db) The authorized equity interests of Merger Sub consist of 100 membership interests ("Merger Sub Interests"). All of the issued and outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and Merger Sub Interests are owned directly by Parent. Merger Sub does not have issued or indirectly by the Company free and clear of outstanding any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rightssubscriptions, calls, contractsrights, voting trusts, proxies convertible securities or other arrangements agreements or commitments obligating Merger Sub to which the Company issue, transfer or sell any of its Subsidiaries is a party (Merger Sub Interests to any person, other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyParent.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 100,000,000 (i) 500,000,000 shares of Company Common Stock and 6,000,000 (ii) 1,000,000 shares of preferred stock, par value $0.001 0.0001 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). As of At the close of business on June 2526, 2010, 2024: (iA) 40,403,163 71,875,428 shares of Company Common Stock were issued and outstanding, (ii) outstanding and no shares of preferred stock Company Preferred Stock were issued and outstanding, ; (iiiB) an aggregate of 1,810,167 773,890 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were remained available for additional grants under issuance pursuant to the Company Stock Plans. All Plan (after accounting for the stock-settled Company Equity Awards included herein with stock-settled Company Performance Unit Awards included assuming satisfaction of applicable performance goals at the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All maximum level); (C) there were 2,125,000 shares of Company Common Stock subject to issuance under the outstanding Company Option Awards (which awards have a weighted average exercise price of $0.988 per share); (D) there were 1,111,110 shares of Company Common Stock Plans, including subject to outstanding Options, SARs Company RSU Awards; (E) there were 13,800,000 shares of Company Common Stock subject to outstanding Company Public Warrants; (F) there were 7,270,000 shares of Company Common Stock subject to outstanding Company Private Warrants; and RSUs, will upon issuance be (G) there were 1,733,726 shares of Company Common Stock subject to outstanding Company GEM Warrants. (b) All outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstandingissued, fully paid and non-assessable and free of are not subject to preemptive rights. Section 3.2(a) All outstanding shares of the Disclosure Schedule sets forth an accurate Company Common Stock have been issued and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable legal requirements and was recorded on contracts (including the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grantCompany Stock Plan). All Options, SARs and RSUs are in compliance in all material respects with the terms outstanding shares of capital stock or other equity interests of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value Subsidiaries of the Company Common Stock underlying such Option are owned by the Company, or SAR on a direct or indirect wholly owned Subsidiary of the date Company, are free and clear of grant all Encumbrances (other than Permitted Encumbrances) and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) have been duly authorized, validly issued, fully paid and nonassessable. Except as otherwise set forth in this Section 3.24.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (A) no Voting Debt or other voting securities of the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereofCompany, (iiB) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity no securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having any Subsidiary of the right to vote (or Company convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Capital Stock. (d) All , Voting Debt or other voting securities of the outstanding shares of capital stock Company and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or other equity securities of each agreements to which the Company or any Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly is a party or indirectly by which it is bound in any case obligating the Company free and clear of or any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company), or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There Except as set forth on Schedule 4.2(b) of the Company Disclosure Letter, there are no subscriptions, options, warrants, rights, calls, contractsstockholder agreements, voting trusts, proxies trusts or other arrangements agreements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) by which it or they are bound relating to the issuance, sale, voting, transfer, ownership or other rights with respect to voting of any shares of capital stock or other equity securities interest of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share shares of capital stock Company Capital Stock (or any option, warrant or other equity security right to acquire Company Capital Stock). (c) As of the Companydate of this Agreement, except as set forth on Schedule 4.2(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any (i) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 4.2(c) of the Company Disclosure Letter.

Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company Parent consists of 100,000,000 (i) 390,000 shares of Company Common Stock and 6,000,000 $100.00 par value cumulative preferred stock (“Parent Preferred Par Value Stock”), (ii) 1,572,000 shares of cumulative preferred stock, stock without par value $0.001 per share(“Parent Preferred No Par Stock”), (iii) 11,000,000 shares of preference stock without par value (“Parent Preference Stock”) and (iv) 250,000,000 shares of Parent Common Stock. As of At the close of business on June 25May 26, 20102016, (iA) 40,403,163 390,000 shares of Company Parent Preferred Par Value Stock were issued and outstanding, (B) no shares of Parent Preferred No Par Stock were issued and outstanding, (C) no shares of Parent Preference Stock were issued and outstanding, (D) 154,721,791 shares of Parent Common Stock were issued and outstanding, (iiE) no 130,893 shares of preferred stock Parent Common Stock were outstandingheld by Parent in its treasury, and (iiiF) an aggregate of 1,810,167 1,370,304 shares of Company Parent Common Stock were issuable upon exercise the conversion of then outstanding Options Parent Deferred Share Units and SARs the settlement of Parent Performance Share Awards (whether or not exercisable as assuming full satisfaction of such datethe applicable service conditions and maximum attainment of the applicable performance goals), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of At the close of business on June 25March 31, 20102016, 3,472,973 an aggregate of 4,554,118 shares of Company Parent Common Stock were available for additional grants under issuance pursuant to the Company Stock Parent Benefit Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board All outstanding shares of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently appliedParent Common Stock are, and no such grants involved all shares of Parent Common Stock that may be issued upon the conversion of Parent Deferred Share Units or the settlement of Parent Performance Share Awards, will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any “back dating,” “forward dating” preemptive or similar practices with respect to the effective date of grantright. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as 4.03 or Section 4.03(b) of the date Parent Disclosure Letter or pursuant to the terms of this Agreement, the Company has no there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) outstanding any capital stock of Parent or any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into or exchangeable or exercisable for any shares of its equity securitiescapital stock or voting securities of, or any outstanding rights to subscribe for or to purchase any shares of its other equity securitiesinterests in, Parent or any outstanding options for the purchase thereof, Parent Subsidiary or (ii) any agreements providing for the issuance of any equity securities warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, or any other obligation of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bondsof, debentures, notes or other indebtedness equity interests in, Parent or any Parent Subsidiary (the foregoing clauses (i) and (ii), collectively, “Parent Equity Securities”). Except pursuant to the Parent Benefit Plans, there are not any outstanding obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any Parent Equity Securities. There is no outstanding Indebtedness of Parent having the right to vote (or convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders shareholders of the Company Parent may votevote (“Parent Voting Debt”). The Company is not subject to any obligation to repurchase or otherwise acquire No Parent Subsidiary owns any shares of its equity securities or Parent Common Stock. Neither Parent nor any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Parent Subsidiaries is a party (other than with the Company or to any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights voting agreement with respect to the voting of any shares of capital stock or other equity voting securities of any Subsidiary of the Companyof, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Companyinterests in, Parent.

Capital Structure. (a) The Except as set forth in Item 5.2 of the Parent Letter, the authorized capital stock of the Company Parent consists of 100,000,000 960,000,000 shares of Company Common Stock common stock (the "Parent Shares") and 6,000,000 30,000,000 shares of preferred stock. At the close of business on March 23, par value $0.001 per share2001, (i) 484,040,320 Parent Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights and (ii) 6,311,910 Parent Shares were held by Parent in its treasury. As of the close of business on June 25April 24, 20102001, there were 25,554,954 Parent Shares reserved for issuance pursuant to outstanding options to purchase Parent Shares (ithe "Parent Stock Options") 40,403,163 shares of Company Common granted under Parent's 1996 Stock were issued Plan, its Stock Plan for Non-Officer Employees, its 1996 Stock Plan for Non-Employee Directors, and outstanding, the Will▇▇▇▇ ▇▇▇ernational Stock Plan (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common the "Parent Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such dateIncentive Plans"), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv)and, as of the close of business on June 25February 28, 20102001, 3,472,973 there were 15,122,521 Parent Shares reserved for the grant of additional awards under Parent Stock Incentive Plans. The numbers of shares of Company Common Stock were available for additional grants under capital stock and options described in the Company Stock Plans. All immediately preceding sentences have not materially changed as of the date of this Agreement, except for adjustments made in connection with the April 23, 2001 spin-off of Will▇▇▇▇ ▇▇▇munications Group, Inc. from Parent. As of the date of this Agreement, except as set forth above, no Parent Shares were issued, reserved for issuance or outstanding shares and there are not any phantom stock or other contractual rights the value of Company Common which is determined in whole or in part by the value of any capital stock of Parent ("Parent Stock Equivalents"). There are no outstanding stock appreciation rights with respect to the capital stock of Parent. Each outstanding Parent Share is, and each Parent Share which may be issued pursuant to Parent Stock Plans will be, when issued, duly authorized, validly issued and outstandingissued, fully paid and non assessable nonassessable and free of not subject to preemptive rights. All shares There are no outstanding bonds, debentures, notes or other indebtedness of Company Common Stock subject Parent having the right to issuance under vote (or convertible into, or exchangeable for, securities having the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rightsright to vote) on any matter on which Parent's stockholders may vote. Section 3.2(a) Except as set forth above or in Item 5.3 of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2Parent Letter, as of the date of this Agreement, the Company has there are no (i) outstanding stock securities, options, warrants, calls, rights, commitments, agreements, arrangements or securities convertible into undertakings of any kind to which Parent or exchangeable for any shares of its equity securitiesSignificant Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Significant Subsidiaries to issue, deliver or sell or create, or any outstanding rights cause to subscribe for be issued, delivered or to purchase any shares of its equity securitiessold or created, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding additional shares of capital stock or other equity voting securities or Parent Stock Equivalents of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly Parent or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws its Significant Subsidiaries or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company obligating Parent or any of its Significant Subsidiaries is a party (other than with the Company to issue, grant, extend or enter into any of its Subsidiaries) relating to the issuancesuch security, saleoption, votingwarrant, transfercall, ownership right, commitment, agreement, arrangement or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreementundertaking. Section 3.2(d) of the Disclosure Schedule sets forth, as As of the date of this Agreement, (i) for each Subsidiary there are no outstanding contractual obligations of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company Parent or any of its Subsidiaries. No Subsidiary of the Company owns Significant Subsidiaries to repurchase, redeem or otherwise acquire any share shares of capital stock of Parent or other equity security any of the Companyits Significant Subsidiaries.

Capital Structure. (a) The authorized capital stock shares of beneficial interest of the Company consists of 100,000,000 240,000,000 Company Common Shares and 10,000,000 preferred shares of Company Common Stock and 6,000,000 shares of preferred stockbeneficial interests, $0.01 par value $0.001 per shareshare (“Company Preferred Shares”), of which 2,000,000 are designated as Company Series D Preferred Shares. As of At the close of business on June August 25, 20102023 (the “Company Capitalization Date”), (i) 40,403,163 shares of 85,703,504 Company Common Stock Shares were issued and outstanding, (ii) no shares 3,960,067 Company Common Shares were reserved for issuance pursuant to the terms of preferred stock were outstandingoutstanding Company Equity Awards granted pursuant to the Company Equity Incentive Plans (in the case of Company Equity Awards subject to performance-based vesting, (iii) an aggregate of 1,810,167 shares with the number of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and (ivShares determined using the methodology set forth in Section 4.3(c) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (ihereof), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of 6,051,232 Company Common Stock Shares were available for additional grants grant under the Company Stock Equity Incentive Plans. All , (iv) 2,000,000 Company Preferred Shares were issued, of the outstanding shares of which 1,848,539 Company Common Stock are validly Series D Preferred Shares were issued and outstanding, fully paid which are convertible into 7,017,424 Company Common Shares and non assessable and free (v) 1,604,394 Company Common Shares were reserved for issuance upon redemption of preemptive rightsPartnership OP Units. All shares of the outstanding Company Common Stock subject Shares and Company Series D Preferred Shares are, and all Company Common Shares and Company Series D Preferred Shares that may be issued prior to issuance under the Company Stock PlansMerger Effective Time shall be, including outstanding Optionswhen issued in accordance with the respective terms thereof, SARs and RSUsduly authorized, will upon issuance be validly issued and outstandingissued, fully paid and non-assessable and free of not subject to preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value As of the Company Common Stock underlying such Option or SAR on Capitalization Date, the date Company is the sole general partner of grant the Partnership, and the Company has disclosed Partnership had outstanding 1,604,394 Partnership OP Units and 1,848,539 units of preferred limited partnership interests (the “Partnership Preferred OP Units”). All of the outstanding Partnership OP Units and Partnership Preferred OP Units have been duly authorized and validly issued, and are fully paid and nonassessable, and are not subject to and were not issued in violation of any re-pricing preemptive or similar right, purchase option, call or right of Options first refusal or SARs in the Company Financial Statementssimilar right. (c) Except as otherwise set Section 4.3(c) of the Company Disclosure Letter sets forth in this Section 3.2a true and complete list, as of the date Company Capitalization Date, of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for each Company Restricted Share Award, Company RSU Award, Company Dividend Equivalent, Company Phantom Share Award and any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereofother Company Equity Award, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities name of the Company or holder thereof, (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition number of Company Common StockShares underlying each such award (indicating, Optionsin the case of Company Equity Awards subject to performance-based vesting, SARs or RSUs upon maximum-level performance if performance for the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company performance period has not (i) issued any shares been certified or the actual level of performance if the performance period has been certified; provided that the number of Company Common Stock except Shares underlying each Company RSU Award granted in connection with 2018 will be set forth at target performance level) or in the conversioncase of each Company Dividend Equivalent, exercise or settlement of any Options or RSUs or the accrued but unpaid cash amount underlying such award, (iiiv) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stockthe grant date and (v) the vesting schedule applicable to each such award. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paidpaid and nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Company Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, nonassessable upon issuance will be validly issued, fully paid and free nonassessable. The Company owns, directly or indirectly, all of preemptive rights the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries, other than ownership interests in the Company Joint Ventures that are owned directly or indirectly by Persons who are not the Company or any of its Subsidiaries, free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (all Liens other than Company Permitted Liens arising and transfer restrictions imposed by operation of Law, under securities Laws any applicable Law or under the organizational documents applicable to of such Subsidiary Company Subsidiary. No shares of capital stock of the Company). There Company or equity interests of the Partnership were held by any Subsidiaries of the Company or the Partnership, respectively. (e) Except for the Company Equity Awards set forth on Section 4.3(c) of the Company Disclosure Letter, as of the Company Capitalization Date, the redemption and conversion features of Company Series D Preferred Shares set forth in the Company Charter, the redemption and conversion features of the Partnership OP Units and the Partnership Preferred OP Units set forth in the Partnership Agreement and as set forth in the organizational documents of the Company Joint Ventures, as of the Company Capitalization Date, there are no outstanding subscriptions, securities, options, warrants, calls, rights, callsprofits interests, contractsstock appreciation rights, voting trustsphantom stock, proxies convertible securities, rights of first refusal or other arrangements similar rights, agreements, arrangements, undertakings or commitments of any kind to which the Company or any of its the Company Subsidiaries is a party (other than with or by which any of them is bound obligating the Company or any of its Subsidiariesthe Company Subsidiaries to (i) relating to the issuance, sale, votingissue, transfer, ownership deliver or other rights with respect sell or create, or cause to be issued, transferred, delivered or sold or created any additional shares of capital stock or other equity securities interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, securities, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of beneficial interest or other equity interests. (f) Neither the Company nor any Company Subsidiary is a party to or, to the Knowledge of the Company, bound by any agreements or understandings concerning the voting (including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(dvoting trusts and proxies) of the Disclosure Schedule sets forth, as any capital stock of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its the Company Subsidiaries. No . (g) The Company does not have a “poison pill” or similar stockholder rights plan. (h) Neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (i) All dividends or other distributions on the Company Common Shares and Company Series D Preferred Shares and any dividends or other distributions on any securities of the Company owns or any share of capital stock Company Subsidiary other than Company Dividend Equivalents which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends or other equity security of distributions have been publicly announced and are not yet due and payable) and all accumulated dividends for Company Series D Preferred Shares for all dividend periods ending on or prior to the Companydate hereof have been paid in full.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 100,000,000 (i) 1,000,000,000 shares of Company Common Stock and 6,000,000 (ii) 50,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on October 11, 2019 (the “Measurement Date”): (A) 213,404,153 shares of Company Common Stock were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding; (B) 1,684,659 Company RSUs were issued and outstanding and 1,213,728 Company PSUs were issued and outstanding at target performance levels; and (C) 17,747,482 shares of Company Common Stock remained available for issuance pursuant to the Company Equity Plan. (b) All outstanding shares of Company Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of Company Capital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the close of business on June 25the Measurement Date, 2010, (i) 40,403,163 shares of Company Common Stock were issued and outstanding, (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable except as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.24.2 and in the Designated Stockholder Voting Agreements and the Company Stockholders’ Agreement, as there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries any capital stock of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable or exercisable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any capital stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon and the exercise, settlement conversion, purchase, exchange or forfeiture other similar price thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 4.2, and except for changes since the Measurement Date resulting from the vesting of Company RSUs or Company PSUs outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.1(b)(ii), there are outstanding: (A) no shares of Company Capital Stock, Voting Debt or other voting securities of each the Company, (B) no securities of the Company or any Subsidiary of the Company are validly issuedconvertible into or exchangeable or exercisable for shares of Company Capital Stock, fully paid, nonassessable and free Voting Debt or other voting securities of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”C) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rightssubscriptions, calls, contractsrights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. Other than the Company Stockholders’ Agreement and the Designated Stockholder Voting Agreements, there are not any stockholder agreements, voting trusts, proxies trusts or other arrangements agreements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) by which it is bound relating to the issuance, sale, voting, transfer, ownership or other rights with respect to voting of any shares of capital stock or other equity securities interest of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share shares of capital stock Company Common Stock or any other shares of Company Capital Stock. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any (1) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity security interests in any Person or (2) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 4.2 of the CompanyCompany Disclosure Letter.

Capital Structure. (a) The As of June 30, 2005, the authorized share capital stock of the Company Parent consists of 100,000,000 999,575,693 ordinary shares, 424,247 class “A” ordinary shares and 60 deferred shares, of Company Common Stock and 6,000,000 shares of preferred stock, par value $0.001 per share. As of the close of business on June 25, 2010, (i) 40,403,163 shares of Company Common Stock which 604,055,917 Parent Ordinary Shares were issued and outstanding, (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 2530, 20102005. Parent has submitted to its stockholders, 3,472,973 at a stockholder meeting scheduled to be held by July 27, 2005, inter alia, a proposal to increase the number of authorized ordinary shares of Company Common Stock were available for additional grants under the Company Stock PlansParent to a total of 1,499,575,693 ordinary shares. One Parent ADS represents one Parent Ordinary Share. All of the outstanding shares of Company Common Stock are validly issued and outstandingoutstanding Parent Ordinary Shares and Parent ADSs have been, and all Parent ADSs representing Parent Ordinary Shares which are to be issued pursuant to the Merger have been duly authorized and will be, when issued in accordance with the terms of this Agreement, validly issued, fully paid and non assessable nonassessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase preemptive or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof)similar right. From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All Each of the outstanding shares of capital stock stock, ownership interests, or other equity securities of each Subsidiary of the Company are Parent’s Significant Subsidiaries, Merger Sub and Sister Subsidiary is duly authorized, validly issued, fully paid, paid and nonassessable and free is owned by Parent or a direct or indirect wholly-owned Subsidiary of preemptive rights and are owned directly or indirectly by the Company Parent, free and clear of any pledgeslien, lienspledge, chargessecurity interest, mortgagesclaim or other encumbrance. Except pursuant to Parent’s stock plans (collectively, encumbrances and securities interests (the “LiensParent Stock Plans”), as set forth on Section 5.2(b) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There Parent Disclosure Schedules, and except as otherwise set forth on Section 5.2(b) of the Parent Disclosure Schedules, there are no subscriptionspreemptive or other outstanding rights, options, warrants, conversion rights, callsstock appreciation rights, contractsredemption rights, voting trustsrepurchase rights, proxies agreements, arrangements or commitments to issue or to sell any shares of capital stock, ownership interests or other arrangements to which the Company securities of Parent or any of its Significant Subsidiaries is or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a party (other than with the Company right to subscribe for or acquire, any securities of Parent or any of its Significant Subsidiaries) relating to the issuance, saleand so securities or obligations evidencing such rights are authorized, voting, transfer, ownership issued or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreementoutstanding. Except as set forth on Section 3.2(d5.2(b) of the Parent Disclosure Schedule sets forthSchedules, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is Parent does not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or have outstanding any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyVoting Debt.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Shares and 10,000,000 shares of Preferred Shares, of which 500,000 shares have been classified as Series A Junior Participating Preferred Stock and 6,000,000 the remaining 9,500,000 shares of preferred stock, par value $0.001 per shareremain unclassified. As of On the close of business on June 25, 2010date hereof, (i) 40,403,163 13,409,642 shares of Company Common Stock Shares and no shares of Preferred Shares were issued and outstanding, (ii) no 900 shares of preferred stock Common Shares were outstandingheld by the Company in its treasury, (iii) an aggregate of 1,810,167 260,000 shares of Common Shares were issuable under the Company's employee benefit or incentive plans pursuant to awards granted by the Company (the "Company Employee Stock Plans"), (iv) 1,940,000 shares of Common Stock Shares were issuable upon exercise of then outstanding Options options (the "Company Options") to purchase Common Shares, (v) 937,496 shares of Common Shares were reserved for issuance pursuant to the Company's Amended and SARs (whether or not exercisable as of such date), Restated Dividend Reinvestment Share Purchase Plan and (ivvi) 939,570 RSUs 83,898 shares of Common Shares were outstanding. In addition reserved for issuance pursuant to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock PlansCompany's Employee Share Purchase Plan. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of On the date of this Agreement, except as set forth in this SECTION 3.1.3 or in SCHEDULE 3.1.3 to the Company has Disclosure Letter, no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, beneficial interest or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity other voting securities of the Company were issued, reserved for issuance or (iii) outstanding. The Company has no outstanding stock appreciation rights relating to the beneficial shares of interest of the Company. All outstanding beneficial shares of interest of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders shareholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securitiesExcept (A) as set forth above in this SECTION 3.1.3, rights or options of the type described (B) as set forth in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 SCHEDULE 3.1.3 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs Disclosure Letter or (iiC) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, as otherwise permitted under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forthSECTION 4.1, as of the date of this AgreementAgreement there are no outstanding securities, (i) for each Subsidiary options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by any kind to which the Company or any Company Subsidiary is a party or by which such entity is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its Subsidiaries. No Subsidiary capital stock, voting securities or other ownership interests of the Company owns or any share Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to the Company or a Company Subsidiary). Except as set forth on SCHEDULE 3.1.3 to the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any beneficial shares of interest of the Company or any capital stock stock, voting securities or other equity security ownership interests in any Company Subsidiary or make any investment (in the form of the Companya loan, capital contribution or otherwise) in any Person (other than a Company Subsidiary).

Capital Structure. (aA) The authorized capital stock of the Company Parent consists of 100,000,000 shares of Company common stock, $0.001 par value (the "Parent Common Stock Stock"), and 6,000,000 25,000,000 shares of preferred stock, par value $0.001 per share, of Parent ("Parent Authorized Preferred Stock"). As of the close of business on June 25, 2010, date hereof: (i) 40,403,163 28,704,861 shares of Company Parent Common Stock were issued and outstanding; (ii) no (0) shares of Parent Common Stock were held by Parent in its treasury; (iii) no (0) shares of Parent Common Stock were held by subsidiaries of Parent; (iv) approximately 8,680,000 shares of Parent Common Stock were reserved for issuance pursuant to the stock-based plans identified in Section 4.3 of the Parent Disclosure Schedule (such plans, collectively, the "Parent Stock Plans"), of which approximately no (0) shares are subject to outstanding employee stock options or other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans (collectively, "Parent Employee Stock Options"); and (v) 7,637,500 shares of Parent Common Stock are reserved for issuance pursuant to convertible securities or warrants (including 5,500,000 warrants at $1.50 heretofore issued to Bioaccelerate, Inc. and 1,500,000 warrants at $3.00 to be issued to Bioaccelerate in consideration of the $4,000,000 bridge financing heretofore agreed among the parties, and 637,500 shares reserved for issuance in respect of contingent obligations). (B) All shares of capital stock of Parent outstanding as of the date hereof have been, and all shares thereof which may be issued pursuant to this Agreement or otherwise will be, when issued, duly authorized and validly issued and are fully paid and nonassessable. All shares of capital stock of Parent outstanding as of the date hereof have been, and all shares which shall be issued as part of the Merger Consideration will be, when issued, not subject to preemptive rights created by statute, the Parent's Articles of Incorporation or any agreement to which Parent is a party or by which Parent may be bound. Except as set forth in this Section and except for changes since the date of this Agreement resulting from the exercise of Parent's employee stock options outstanding on such date, there are outstanding (i) no shares of capital stock or other voting securities of Parent, (ii) no securities of Parent convertible into or exchangeable for shares of preferred capital stock were outstandingor voting securities of Parent, and (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether no options or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition other rights to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently appliedacquire from Parent, and no such grants involved obligation of Parent to issue, any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Optionscapital stock, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock voting securities or securities convertible into or exchangeable for any shares capital stock of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common StockParent. (dC) All Parent has a sufficient number of the outstanding duly authorized but unissued shares of capital stock or other equity securities Parent Common Stock to issue the maximum number of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly such shares contemplated by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date Article II of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, Agreement as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyMerger Consideration.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 100,000,000 (i) 950,000,000 shares of Company Parent Common Stock and 6,000,000 (ii) 50,000,000 shares of preferred Parent Preferred Stock, of which 60,000 are designated as Series A Convertible Preferred Stock, 20,000 are designated as Series C Convertible Preferred Stock and 20,000 are designated as Series D Convertible Preferred Stock. At the close of business on June 30, 2021: (A) 44,284,833 shares of Parent Common Stock were issued and outstanding; (B) 44,916 shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 3,966,326 shares of Parent Common Stock were reserved for issuance pursuant to the equity compensation plan of Parent (the “Parent Equity Plan”); and (D) 13,438,868 shares of Parent Common Stock were reserved for issuance in connection with the conversion of other debt/equity. Except as set forth in this Section 5.2, at the close of business on June 30, 2021, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Class A Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock, par value $0.001 per sharemembership interests and partnership interests, as applicable, of the Subsidiaries of Parent, including Buyer, free and clear of all Liens, other than Permitted Liens. As of the close of business on June 2530, 20102021, except as set forth in this Section 5.2, except for stock grants or other awards granted in accordance with Section 7.2(b)(ii), and except for changes since June 30, 2021, resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), there are no outstanding: (i) 40,403,163 shares of Company Common Stock were issued and outstanding, Parent Capital Stock; (ii) no shares of preferred stock were outstanding, Voting Debt; (iii) an aggregate securities of 1,810,167 Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Company Common Parent Capital Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and Voting Debt; (iv) 939,570 RSUs were outstandingcontractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent; or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, in any case, obligating Parent or any Subsidiary of Parent to (1) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (2) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. In addition There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Company Common Stock referred Parent Capital Stock. Parent has entered into lock-up agreements, substantially in the form provided to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect prior to the effective date hereof, with each holder of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial StatementsParent Preferred Stock. (c) Except as otherwise set forth in this Section 3.2, as As of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities all of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders membership interests of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) Buyer are validly issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stockand are wholly owned by Parent. (d) All of dividends or other distributions on the outstanding shares of capital stock Parent Capital Stock and any material dividends or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of distributions on any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion Parent which have been authorized or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of declared prior to the date of this Agreement, hereof have been paid in full (i) for each Subsidiary of except to the Company, the name of extent such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary dividends have been declared and (ii) for each Subsidiary of the Company that is are not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Companyyet due and payable).

Capital Structure. (a) The authorized capital stock of the Company Biovail consists of 100,000,000 an unlimited number of shares of Company Biovail Common Stock and 6,000,000 shares an unlimited number of preferred stockClass A Special Shares in the capital of Biovail (the “Biovail Class A Stock” and, par value $0.001 per sharetogether with the Biovail Common Stock, the “Biovail Capital Stock”). As of At the close of business on June 2514, 2010, (i) 40,403,163 158,573,603 shares of Company Biovail Common Stock were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by Biovail, (ii) no shares of preferred stock Biovail Class A Stock were issued and outstanding, (iii) an aggregate of 1,810,167 no shares of Company Biovail Common Stock were reserved for issuance upon conversion of Biovail’s 5.375% Senior Convertible Notes (the “Biovail Convertible Notes”), (iv) 11,588,915 shares of Biovail Common Stock were reserved and available for issuance pursuant to the Biovail Stock Plans, of which (A) 3,196,577 shares were issuable upon exercise of then outstanding Biovail Stock Options and SARs (whether or not exercisable B) 2,049,548 shares were issuable upon vesting of outstanding Biovail Restricted Stock Units, assuming maximum performance with respect to performance-based Biovail Restricted Stock Units, (v) Biovail Deferred Share Units with respect to 418,737 shares of Biovail Common Stock were outstanding and (vi) 2,282,366 shares of Biovail Common Stock were reserved for issuance pursuant to the Biovail Employee Stock Purchase Plan. Except as of such dateset forth in this Section 3.03(a), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of at the close of business on June 2514, 2010, 3,472,973 no shares of Company Common Stock capital stock or voting securities of, or other equity interests in, Biovail were available issued, reserved for additional grants under issuance or outstanding. From the Company Stock Plans. All close of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of business on June 2514, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has there have been no (i) outstanding issuances by Biovail of shares of capital stock or voting securities of, or other equity interests in, Biovail, other than (1) the issuance of Biovail Common Stock upon the conversion of Biovail Convertible Notes, upon the exercise of Biovail Stock Options or upon the vesting of Biovail Restricted Stock Units, in each case outstanding at the close of business on June 14, 2010 and in accordance with their terms in effect at such time, and (2) the issuance of Biovail Deferred Share Units. (b) All outstanding shares of Biovail Capital Stock are, and all shares of Biovail Capital Stock that may be issued upon the conversion of Biovail Convertible Notes, upon the exercise of Biovail Stock Options or upon the vesting of Biovail Restricted Stock Units will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Canada Business Corporations Act (the “CBCA”), the Biovail Charter, the Biovail By-laws or any Contract to which Biovail is a party or otherwise bound. The shares of Biovail Common Stock constituting the Merger Consideration will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the CBCA, the Biovail Charter, the Biovail By-laws or any Contract to which Biovail is a party or otherwise bound. Except as set forth above in this Section 3.03 or pursuant to the terms of this Agreement, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Biovail or any Biovail Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Biovail or any Biovail Subsidiary or any securities of Biovail or any Biovail Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, Biovail or any Biovail Subsidiary, (y) any warrants, calls, options or other rights to acquire from Biovail or any Biovail Subsidiary, or any other obligation of Biovail or any Biovail Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Biovail or any Biovail Subsidiary or (z) any rights issued by or other obligations of Biovail or any Biovail Subsidiary that are linked in any way to the price of any class of Biovail Capital Stock or any shares of its equity securitiescapital stock of any Biovail Subsidiary, the value of Biovail, any Biovail Subsidiary or any outstanding rights to subscribe for part of Biovail or to purchase any Biovail Subsidiary or any dividends or other distributions declared or paid on any shares of its capital stock of Biovail or any Biovail Subsidiary. Except pursuant to the Biovail Stock Plans, there are not any outstanding obligations of Biovail or any of the Biovail Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Biovail or any Biovail Subsidiary or any securities, interests, warrants, calls, options or any outstanding options other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. Except for the purchase thereofBiovail Convertible Notes, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding there are no debentures, bonds, debentures, notes or other indebtedness Indebtedness of Biovail having the right to vote (or convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders of the Company Biovail may votevote (“Biovail Voting Debt”). The Company is not subject to Neither Biovail nor any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Biovail Subsidiaries is a party (to any voting agreement with respect to the voting of any capital stock or voting securities of, or other than with equity interests in, Biovail. Except for this Agreement, neither Biovail nor any of the Company Biovail Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Biovail or any of its the Biovail Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (a) The authorized capital stock of the Company Parent consists of 800,000,000 shares of Parent Common Stock and 100,000,000 shares of Company Common Stock and 6,000,000 shares of Parent’s serial preferred stock, stock par value $0.001 0.01 per shareshare (the “Parent Preferred Stock”). As of At the close of business on June 25November 28, 20102014, (i) 40,403,163 436,561,032 shares of Company Parent Common Stock were issued and outstanding, (ii) no shares of preferred stock Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) 1,174,506 shares of Parent Common Stock were held by the Parent Employee Stock Ownership Plan and (v) an aggregate of 1,810,167 15,816,347 shares of Company Parent Common Stock were issuable upon exercise of then outstanding Options and SARs (whether reserved or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition available for issuance pursuant to the Parent Stock Plans, of which (A) 2,903,435 shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Parent Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding subject to options to purchase Parent Common Stock, (B) 262,818 shares of Company Parent Common Stock are validly issued were subject to vested and outstanding, fully paid and non assessable and free unvested awards wherein the issuance of preemptive rights. All such shares of Company Parent Common Stock has been deferred or otherwise not yet occurred as of November 28, 2014 and (C) 2,287,824 shares of Parent Common Stock were subject to issuance under the Company performance share awards for Parent Common Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free (assuming satisfaction of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereofany performance vesting conditions at maximum levels). (b) Each Option All outstanding shares of Parent Common Stock are, and SAR was all shares of Parent Common Stock that may be issued upon the exercise of options to purchase Parent Common Stock will be, when issued, duly authorized, validly issued, fully paid and properly approved by nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Board of Directors Florida Business Corporations Act (or a duly authorized committee or subcommittee thereofthe “FBCA”), was granted the Parent Articles, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. The shares of Parent Common Stock constituting the Merger Consideration will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently appliedviolation of, and no such grants involved any “back dating,” “forward dating” purchase option, call option, right of first refusal, preemptive right, subscription right or any similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms right under any provision of the applicable Company Stock Plan under FBCA, the Parent Articles, the Parent Bylaws or any Contract to which such Options, SARs and RSUs were grantedParent is a party or otherwise bound. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth above in this Section 3.2, as of 4.03 or pursuant to the date terms of this Agreement, the Company has no there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (ix) outstanding any capital stock of Parent or any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, (y) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, or any other obligation of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary or (z) any rights issued by or other obligations of Parent or any Parent Subsidiary that are linked in any way to the price of any class of Parent Common Stock or any shares of its equity securitiescapital stock of any Parent Subsidiary, the value of Parent, any Parent Subsidiary or any outstanding rights to subscribe for part of Parent or to purchase any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of its equity securities, capital stock of Parent or any Parent Subsidiary. Except pursuant to the Parent Stock Plans, there are not any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance obligations of any equity securities Parent or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bondsParent Subsidiaries to repurchase, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase redeem or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or voting securities or other equity securities interests of each Parent or any Parent Subsidiary of the Company are validly issuedor any securities, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, optionsinterests, warrants, rights, calls, contracts, voting trusts, proxies options or other arrangements rights referred to which in clause (x), (y) or (z) of the Company or immediately preceding sentence. Neither Parent nor any of its the Parent Subsidiaries is a party (to any voting agreement with respect to the voting of any capital stock or voting securities of, or other than with equity interests in, Parent. Except for this Agreement, neither Parent nor any of the Company Parent Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Parent or any of its the Parent Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (a) The As of the date hereof, the authorized share capital stock of the Company consists is $40,000 comprised of 100,000,000 200,000,000 ordinary shares of Company Common Stock and 6,000,000 shares of preferred stock, with a par value of $0.001 0.20 per share. As of the close of business on June 25March 10, 20101998, (i) 40,403,163 shares 36,080,267 Class A Ordinary Shares were issued and outstanding (other than Class A Ordinary Shares issued upon the exercise of Company Common Stock Options (as defined herein) since ▇▇▇▇▇ ▇▇, ▇▇▇▇), (▇▇) 1,190,292 Class B Ordinary Shares were issued and outstanding, (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock 1,860,000 Class C Ordinary Shares were issuable upon exercise of then issued and outstanding Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs 38,547,076 Class A Ordinary Shares were outstanding. In addition reserved for issue upon exercise of the rights (the "Rights") distributed to the shares holders of Company Common Stock referred Class A Ordinary Shares pursuant to in clauses the Rights Agreement dated as of September 12, 1996 (ithe "Rights Agreement"), (iiibetween the Company and The Bank of New York, as Rights Agent. As of the date hereof, JPM is the sole record owner of Class B Ordinary Shares and Class C Ordinary Shares. Section 3.3(a) of the Company Disclosure Letter sets forth each plan, arrangement or agreement pursuant to which options or share appreciation rights with respect to Shares may be granted or under which such options or share appreciation rights have been granted and (iv), are outstanding and in the aggregate the maximum number of options and share appreciation rights outstanding as of the close date hereof, and the class and number of business on June 25Shares reserved for issue pursuant to the plan, 2010arrangement or agreement (such options and rights being herein collectively referred to as the "Company Options"), 3,472,973 shares together with a listing of the aggregate number of such Company Common Stock were available for additional grants under Options which shall vest at the Effective Time as a result of the Company Stock PlansScheme. All of the outstanding shares of Company Common Stock are validly issued and outstandingExcept as set forth in this Section 3.3, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. or in Section 3.2(a3.3(a) of the Company Disclosure Schedule sets forth an accurate Letter, (i) no Shares have been issued and complete list are outstanding except for subsequent issues, if any, pursuant to reservations, share option agreements or other Employee Benefit Plans existing on the date hereof, and (ii) the Company and its Subsidiaries have not issued or granted any option, warrant, convertible security or other right or agreement which affords any person the right to purchase or otherwise acquire any Shares or any other security of the Options Company other than options not prohibited by this Agreement and SARs outstanding granted in the ordinary course of business under share option and Employee Benefit Plans in existence on such date. Except as set forth in this Agreement or Section 3.3(a) of June 25the Company Disclosure Letter, 2010 and the exercise Company is not subject to any obligation (contingent or base prices thereofotherwise) to purchase or otherwise acquire or retire or register for public sale any of its securities. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted Except as described in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value Section 3.3(b) of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2Disclosure Letter, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable exercisable for securities having the right to vote) on any matters on which stockholders shareholders may vote ("Voting Debt") of the Company may vote. The are issued or outstanding. (c) Except as described in Sections 3.3(a), (b) or (c) of the Company Disclosure Letter, there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is not subject a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or any obligation Voting Debt of the Company or obligating the Company to repurchase grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth in this Agreement or in Section 3.3(c) of the Company Disclosure Letter, at the Effective Time, there will be no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its equity securities or any convertible securities, rights or options the Company. (d) Except as described in Section 3.3(d) of the type Company Disclosure Letter or as specifically described in the preceding sentence (other than the acquisition this Agreement and except for quarterly dividends in an amount not in excess of Company Common Stock$.825 per share, Optionssince March 10, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement1998, the Company has not (i) made or agreed to make any share split or share dividend, or issued or permitted to be issued any shares, or securities exercisable for or convertible into shares, of the Company other than pursuant to and as required by the terms of any Company Option; (ii) repurchased, redeemed or otherwise acquired any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs Company; or (iiiii) issued declared, set aside, made or granted any options, warrants paid to the shareholders of the Company dividends or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of other distributions on the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of (i) 200,000,000 shares of Parent Common Stock and (ii) 100,000,000 shares of Company Parent Preferred Stock. At the close of business on June 30, 2023: (A) 67,161,740 shares of Parent Common Stock were issued and 6,000,000 outstanding; (B) 13,420,421 shares of preferred Parent Preferred Stock were issued and outstanding; (C) 815,933 shares of Parent Common Stock were reserved for issuance pursuant to equity or equity-based awards outstanding under, or that may be granted in the future under, the equity compensation plan of Parent (as amended from time to time, the “Parent Equity Plan”); and (D) 40,576,092 shares of Parent Common Stock were reserved for issuance in connection with the conversion of Parent Preferred Stock. Except as set forth in this Section 5.2, at the close of business on June 30, 2023, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Common Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws and other applicable Law, the Delaware General Corporation Law and the Organizational Documents of Parent. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in any applicable contracts of Parent or its Subsidiaries. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock, par value $0.001 per sharemembership interests, partnership interests or other equity interests, as applicable, of the Subsidiaries of Parent, including Merger Sub, free and clear of all Liens, other than Permitted Liens. As of the close of business on June 2530, 20102023, except as set forth in this Section 5.2, there is or are no outstanding: (i) 40,403,163 shares of Company Common Stock were issued and outstanding, Parent Capital Stock; (ii) no shares of preferred stock were outstanding, Voting Debt; (iii) an aggregate securities of 1,810,167 Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Company Common Parent Capital Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and Voting Debt; (iv) 939,570 RSUs were outstanding. In addition contractual obligations of Parent or any Subsidiary of Parent to the repurchase, redeem or otherwise acquire any shares of Company Common Parent Capital Stock referred to or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, except as set forth in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a5.2(b) of the Parent Disclosure Schedule sets forth an accurate and complete list Letter; or (v) subscriptions, options, warrants, calls, puts, rights of the Options and SARs outstanding as of June 25, 2010 and the exercise first refusal or base prices thereof. other rights (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereofincluding preemptive rights), was granted commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently appliedany case, and obligating Parent or any Subsidiary of Parent to (1) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (2) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no such grants involved any “back dating,” “forward dating” shareholder agreements, voting trusts or similar practices with respect other agreements to which Parent is a party or by which it is bound relating to the effective date voting of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms any shares of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial StatementsParent Capital Stock. (c) Except as otherwise set forth in this Section 3.2, as As of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities all of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders membership interests of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) Merger Sub are validly issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stockand fully paid and are wholly-owned by Parent. (d) All of dividends or other distributions on the outstanding shares of capital stock Parent Capital Stock and any material dividends or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of distributions on any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of Parent which have been authorized or declared prior to the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreementdate hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable). Section 3.2(d) of the Disclosure Schedule sets forth, as As of the date of this Agreement, (i) for each except as disclosed in the Parent SEC Documents, there are no declared and unpaid dividends with respect to any shares of Parent Capital Stock or declared and unpaid material dividends with respect to any securities of any Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyParent.

Capital Structure. (a) The authorized capital stock of the Company Parent consists of 100,000,000 350,000,000 shares of Company Parent Common Stock and 6,000,000 20,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Parent Preferred Stock”). As of At the close of business on June 25December 28, 20102018, (i) 40,403,163 202,345,501 shares of Company Parent Common Stock were issued and outstanding (including the restricted shares of Parent Common Stock set forth in Section 4.3(a) of the Parent Disclosure Letter (the “Parent Restricted Shares”)), (ii) no shares of Parent Preferred Stock were issued and outstanding, (iiiii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Parent Common Stock were issuable upon exercise of then reserved for issuance pursuant to outstanding Parent Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the 8,155,298 shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Parent Common Stock were available reserved for additional grants issuance pursuant to the terms of the Parent Equity Incentive Plans, including 3,229,000 shares of Parent Common Stock issuable pursuant to outstanding restricted stock unit awards and performance restricted stock unit awards granted pursuant to the Parent Equity Incentive Plans. Equity-based awards with an aggregate value of $16,606,000 were granted effective as of January 1, 2019, to be converted into a number of restricted stock unit awards under the Company Stock PlansParent Equity Incentive Plans and a number of LTIP Units (as defined in the Parent Operating Partnership Agreement) based in each case on a valuation of the units, consistent with the Ordinary Course of Business of Parent. All of the issued and outstanding shares of Company Parent Common Stock are duly authorized, validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstandingissued, fully paid and non-assessable assessable, and free no class of capital stock is entitled to preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and There are no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness Indebtedness of Parent having the right to vote (or convertible into into, or exchangeable for for, securities having the right to vote) on any matters matter on which stockholders holders of shares of Parent Common Stock may vote. (b) All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. (c) Except as set forth in this Section 4.3, except as permitted to be issued pursuant to Section 5.2 hereof and except for outstanding LTIP Units (as defined in the Parent Operating Partnership Agreement) or the redemption of LP Units (as defined in the Parent Operating Partnership Agreement) for Company may voteCommon Stock as contemplated in the Parent Operating Partnership Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary is a party or by which any of them is bound, obligating Parent or any Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Common Stock, shares of Parent Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent or any of the Parent Subsidiaries or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. The Company is not subject Except for 3,214,561 outstanding “LTIP Units” (as defined in the Parent Operating Partnership Agreement), there are no outstanding contractual obligations of Parent or any Parent Subsidiary to any obligation to repurchase repurchase, redeem or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Parent Common Stock, Optionsshares of Parent Preferred Stock, SARs or RSUs upon the exerciseother equity securities of Parent or any Parent Subsidiary. Neither Parent nor any Parent Subsidiary is a party to or, settlement or forfeiture thereof). From June 25, 2010 to the date Knowledge of this AgreementParent, bound by any agreements or understandings concerning the Company voting (including voting trusts and proxies) of any capital stock of Parent or any of the Parent Subsidiaries. Parent has not engaged in any back dating, forward dating or similar activities with respect to awards under the Parent Equity Incentive Plans and has not been subject to any investigation, whether current, pending or closed (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement case of any Options or RSUs or (iipending investigation, to Parent’s Knowledge) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stockwith respect to such activities. (d) All As of the outstanding shares of capital stock date hereof, Parent does not have a “poison pill” or other equity securities of each Subsidiary of similar stockholder rights plan. (e) All dividends or distributions on the Company are validly issued, fully paid, nonassessable Parent Common Stock and free of preemptive rights and are owned directly any material dividends or indirectly by the Company free and clear of distributions on any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent is the sole general partner of the CompanyParent Operating Partnership. As of the date hereof, including any right there are no equity interests of conversion or exchange under any the Parent Operating Partnership issued and outstanding securities, instrument or agreement. other than such Parent LTIP Units and Parent OP Units listed in Section 3.2(d4.3(f) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyLetter.

Capital Structure. (a) The authorized share capital stock of the Company Parent consists of 100,000,000 350,000,000 shares of Company Parent Common Stock and 6,000,000 25,000,000 shares of preferred stock, $0.01 par value $0.001 per share(“Parent Preferred Stock”). As of At the close of business on June 2523, 20102011, (i) 40,403,163 53,885,888 shares of Company Parent Common Stock and no shares of Parent Preferred Stock were issued and outstanding, (ii) no shares of preferred stock Parent Common Stock and Parent Preferred Stock were outstandingheld by Parent in its treasury, and (iii) an aggregate of 1,810,167 7,551,337 shares of Company Parent Common Stock were issuable upon exercise reserved for issuance under Parent Employee Plans, of then which 5,424,567 were subject to outstanding Options and SARs (whether options or not exercisable as the grant of such date), and (iv) 939,570 RSUs were outstanding. In addition rights to the purchase shares of Company Parent Common Stock, 819,616 were restricted Parent Common Stock referred to in clauses (i)and 1,307,154 shares of Parent Common Stock were available for future option or restricted share grants. Except as set forth above, (iii) and (iv), as of at the close of business on June 2523, 20102011, 3,472,973 no shares of Company Common Stock capital stock or other voting securities of Parent were available issued, reserved for additional grants under the Company Stock Plansissuance or outstanding. All of the outstanding shares of Company Parent Common Stock are are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued and outstandingissued, fully paid and non assessable nonassessable and free of preemptive rights. All shares of Company Common Stock not subject to issuance or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) any provision of the Disclosure Schedule sets forth an accurate and complete list General Corporation Law of the Options and SARs outstanding as State of June 25, 2010 and Delaware (the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof“DGCL”), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, Parent Charter Documents or any outstanding rights Contract to subscribe for which Parent is a party or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding otherwise bound. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders holders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence Parent Common Stock may vote (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof“Voting Parent Debt”). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forthExcept as set forth above, as of the date of this Agreement, (i) for each Subsidiary there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company any kind to which Parent or any of its Subsidiaries. No Subsidiary Subsidiaries is a party or by which any of the Company owns them is bound (i) obligating Parent or any share of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or of any of its Subsidiaries or any Voting Parent Debt or (ii) obligating Parent or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of the Companydate of this Agreement, there are no outstanding contractual obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its Subsidiaries. (b) Except as set forth in Section 4.4(b) of the Parent Disclosure Schedule, since December 31, 2010, neither Parent nor any of its Subsidiaries has issued any Parent Stock Options or restricted shares of Parent Common Stock or granted any awards. Parent has made available to the Company accurate and complete copies of all equity plans pursuant to which Parent has granted any awards that are currently outstanding and the form of all equity award agreements. All shares of Parent Common Stock subject to issuance with respect to any award have been duly authorized and, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be validly issued, fully paid and nonassessable. All outstanding shares of Parent Common Stock, all outstanding Parent Stock Options, and all outstanding shares of capital stock of each Subsidiary of Parent have been issued and granted (i) in compliance with all applicable securities laws and other applicable Laws and (ii) in material compliance with all applicable requirements set forth in the Parent Employee Plans. (c) The authorized capital stock of Merger Sub consists of 100 ordinary shares, par value NIS 0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lien.

Capital Structure. (ai) The authorized capital stock of the Company Apogent consists of 100,000,000 250,000,000 shares of Company Apogent Common Stock and 6,000,000 20,000,000 shares of preferred stock, par value $0.001 0.01 per share (“Apogent Preferred Stock”). At the close of business on March 12, 2004, (A) 88,845,288 shares of Apogent Common Stock were issued and outstanding; (B) no shares of Apogent Preferred Stock were issued and outstanding; (C) 9,839,292 shares of Apogent Common Stock were reserved for issuance upon conversion of Apogent’s 2¼% senior Convertible Debt (as defined in Section 8.3(e)) due 2021; (D) 10,426,110 shares of Apogent Common Stock were reserved for issuance upon conversion of Apogent’s floating senior Convertible Debt due 2033; (E) 1,441,194 shares of Apogent Common Stock were reserved for issuance pursuant to the Apogent Purchase Plan, as effective as of January 1, 2002; (F) 14,031,853 shares of Apogent Common Stock were reserved for issuance in respect of outstanding Apogent Options or Apogent Restricted Stock Units and future grants of Apogent Options pursuant to the 1990 Stock Option Plan, as amended, the Amended and Restated 1993 Long-Term Incentive Plan, the 1994 Amended and Restated Outside Directors’ Stock Option Plan, the 1999 Outside Directors’ Stock Option Plan and the 2001 Equity Incentive Plan (such plans, collectively, the “Apogent Stock Plans”), complete and correct copies of which, in each case as amended, have been filed as exhibits to the Apogent SEC Documents prior to the date of this Agreement or delivered to F▇▇▇▇▇; and (G) 2,500,000 shares of Apogent Preferred Stock were designated as Series A Preferred Stock, par value $0.01 per share, and were reserved for issuance upon the exercise of preferred share purchase rights (the “Apogent Rights”) issued pursuant to the Rights Agreement, dated December 11, 2000, between Apogent and Fleet National Bank as rights agent (the “Apogent Rights Agreement”). Each outstanding share of capital stock of Apogent is duly authorized, validly issued, fully paid, nonassessable (subject to Section 180.0622(2)(b) of the WBCL, as judicially interpreted, to the extent applicable) and free of preemptive rights. (ii) As of the close of business on June 25March 12, 20102004, (i) 40,403,163 13,006,160 shares of Company Apogent Common Stock were issued and outstanding, (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then subject to issuance pursuant to outstanding Apogent Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Apogent Restricted Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants Units under the Company Apogent Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Apogent Common Stock subject to issuance under the Company Apogent Stock PlansPlans and the Apogent Purchase Plan, including outstanding Options, SARs upon issuance on the terms and RSUsconditions specified in the instruments pursuant to which they are issuable, will upon issuance be duly authorized, validly issued and outstandingissued, fully paid and non-assessable nonassessable (subject to Section 180.0622(2)(b) of the WBCL, as judicially interpreted, to the extent applicable) and free of preemptive rights. Except as set forth in Section 3.2(a3.1(b)(ii) of the Apogent Disclosure Schedule sets forth an accurate and complete list Schedule, there are no commitments or agreements of any character to which Apogent is a party or otherwise bound obligating Apogent to accelerate the vesting of any Apogent Option as a result of the Options Merger (whether alone or upon the occurrence of any additional or subsequent events), and SARs there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Apogent. (iii) No bonds, debentures, notes or other evidences of indebtedness having the right to vote on any matters on which shareholders of Apogent may vote (“Voting Debt”) are issued or outstanding as of June 25, 2010 and the exercise or base prices thereofdate hereof. (biv) Each Option Except as set forth in Section 3.1(b)(iv) of the Apogent Disclosure Schedule, as of March 12, 2004, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Apogent or any of its Subsidiaries is a party or by which any of them is bound obligating Apogent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of Apogent or any of its Subsidiaries, or obligating Apogent or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. All outstanding shares of Apogent Common Stock, all outstanding Apogent Options and SAR was validly all outstanding shares of capital stock of each Subsidiary of Apogent have been issued and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with (A) all applicable legal securities laws and all other Applicable Laws and (B) all requirements and was recorded on the Company’s financial statements set forth in accordance with GAAP consistently appliedapplicable material Contracts. (v) Since October 1, 2003, and no such grants involved any “back dating,” “forward dating” through the date hereof, except as set forth in Section 3.1(b)(v) or similar practices with respect Section 3.1(b)(ii) of the Apogent Disclosure Schedule, other than (A) issuances of Apogent Common Stock pursuant to the effective date exercise of grant. All OptionsApogent Options granted under Apogent Stock Plans, SARs and RSUs are in compliance in all material respects with (B) issuances of Apogent Common Stock pursuant to the Apogent Purchase Plan, (C) repurchases of Apogent Common Stock from employees of Apogent following their termination pursuant to the terms of the applicable Company Stock Plan under which such Optionstheir pre-existing stock option or purchase agreements, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value (D) issuances of the Company Apogent Common Stock underlying such Option (consisting of newly-issued shares or SAR on the date shares in treasury) as contributions of grant Apogent Common Stock to defined contribution plans sponsored by Apogent and the Company has disclosed any re-pricing (E) grants of Apogent Options or SARs under Apogent Stock Plans in the Company Financial Statements. ordinary course of business consistent with past practice, there has been no change in (c1) Except as otherwise set forth in this Section 3.2, as the outstanding capital stock of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereofApogent, (ii2) any agreements providing for the issuance number of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company Apogent Options outstanding or (iii3) outstanding bonds, debentures, notes or the number of other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stockother rights to purchase Apogent capital stock. (dvi) All Except as set forth in Section 3.1(b)(ii) or Section 3.1(b)(vi) of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issuedApogent Disclosure Schedule, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or neither Apogent nor any of its Subsidiaries is a party to any currently effective agreement (A) restricting the purchase or transfer of, (B) relating to the voting of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (D) requiring registration of or (E) granting any preemptive or antidilutive rights with respect to any capital stock of Apogent or any of its Subsidiaries or any securities of the type referred to in Section 3.1(b)(iv) hereof. (vii) Except as set forth in Section 3.1(b)(vii) of the Apogent Disclosure Schedule, other than its Subsidiaries, as of the date hereof, Apogent does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-controlling investments made in the ordinary course of business consistent with past practice in entities which are not individually or in the Company aggregate material to Apogent and its Subsidiaries, taken as a whole. There are no outstanding contractual obligations of Apogent or any of its Subsidiaries to make any loan to, or any equity or other investment (in the form of a capital contribution or otherwise) in, any Subsidiary of Apogent or any other Person, other than guarantees by Apogent of any indebtedness or other obligations of any wholly-owned Subsidiary of Apogent and other than loans made in the ordinary course consistent with past practice to employees of Apogent and its Subsidiaries. (viii) Neither Apogent nor any of its Subsidiaries owns any shares of capital stock of F▇▇▇▇▇ or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (ai) The authorized capital stock of the Company Rubicon Project consists of 100,000,000 500,000,000 shares of Company common stock, $0.00001 par value per share (the “Rubicon Project Common Stock Stock”), and 6,000,000 10,000,000 shares of undesignated preferred stock, $0.00001 par value $0.001 per shareshare (the “Rubicon Project Preferred Stock”). As of At the close of business on June 25December 17, 20102019 (the “Rubicon Project Measurement Date”), (iA) 40,403,163 53,885,792 shares of Company Rubicon Project Common Stock were issued and outstanding (for the avoidance of doubt, excluding shares of Rubicon Project Common Stock held by Rubicon Project in its treasury), including 1,875 shares of Rubicon Project Common Stock underlying unvested Rubicon Project Restricted Stock Awards, (B) no shares of Rubicon Project Common Stock were held by Rubicon Project in its treasury, (C) no shares of Rubicon Project Preferred Stock were issued and outstanding, (iiD) 4,274,784 shares of Rubicon Project Common Stock were subject to issuance pursuant to Rubicon Project Stock Options, (E) 8,079,353 shares of Rubicon Project Common Stock were subject to issuance pursuant to Rubicon Project RSU Awards and (F) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Rubicon Project Common Stock were issuable upon exercise of then outstanding Options and SARs subject to issuance pursuant to Rubicon Project PSU Awards. (whether or not exercisable as of such date), and (ivii) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are capital stock of Rubicon Project are, and all shares of capital stock of Rubicon Project that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued and outstandingissued, fully paid and non assessable nonassessable and free of not subject to preemptive rights. All Except as set forth in Section 3.1(b) and this Section 4.2(c) and except for changes since the Rubicon Project Measurement Date resulting from the issuance of shares of Company Rubicon Project Common Stock subject pursuant to issuance under the Company Rubicon Project Stock Plans, including outstanding Options, SARs and RSUsRubicon Project RSU Awards or Rubicon Project PSU Awards outstanding on the Rubicon Project Measurement Date in accordance with their present terms or as expressly permitted by Section 5.1(b)(ii), will (A) there are not issued or outstanding (1) any shares of capital stock or other voting or equity securities or interests of Rubicon Project, (2) any securities or interests of Rubicon Project or any of its Subsidiaries convertible into or exchangeable or exercisable for, or based upon issuance be validly issued and outstandingthe value of, fully paid and non-assessable and free shares of capital stock or voting or equity securities or interests of Rubicon Project or (3) any warrants, calls, options, preemptive rights. Section 3.2(a, subscriptions or other rights to acquire from Rubicon Project or any of its Subsidiaries (including any Subsidiary trust), or obligations of Rubicon Project or any of its Subsidiaries to issue, any capital stock, voting or equity securities or interests or securities or interests convertible into or exchangeable or exercisable for, or based upon the value of, capital stock or voting or equity securities or interests of Rubicon Project, and (B) there are no outstanding obligations of the Disclosure Schedule sets forth an accurate and complete list Rubicon Project or any of the Options and SARs outstanding as its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or interests or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities or interests of June 25, 2010 and the exercise or base prices thereofRubicon Project. (biii) Each Option and SAR was validly and properly approved by Except for the Board of Directors (Rubicon Project Voting Agreement, there are no stockholder agreements or voting trusts or other agreements or understandings to which Rubicon Project is a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices party with respect to the effective date of grant. All Optionsvoting, SARs and RSUs are in compliance in all material respects with or restricting the terms transfer, of the applicable Company Stock Plan under which such Options, SARs and RSUs were grantedcapital stock or other equity interest of Rubicon Project. The Company Rubicon Project has not granted any Options preemptive rights, anti-dilutive rights or SARs at an exercise rights of first refusal, registration rights or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any similar rights with respect to its shares of its equity securities, or any outstanding rights to subscribe for or to purchase any capital stock that are in effect. No shares of its equity securities, or capital stock of Rubicon Project are held by any Subsidiary of Rubicon Project. Rubicon Project does not have outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having obligations the holders of which have the right to vote (or convertible into or exchangeable exercisable for securities having the right to vote) with the stockholders of Rubicon Project on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stockmatter. (div) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as As of the date of this Agreement, (i) for each Subsidiary of the Companythere is no stockholder rights plan, the name of such Subsidiary, together with the jurisdiction of organization “poison pill” antitakeover plan or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company similar device in effect to which Rubicon Project or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock Subsidiaries is subject, party or other equity security of the Companyotherwise bound.

Capital Structure. (ai) The authorized share capital stock of the Company consists of 100,000,000 shares of 3,000,000,000 Company Common Stock Shares and 6,000,000 shares of preferred stockundesignated shares, par value $0.001 0.01 per shareshare (the “Company Undesignated Shares”). As of At the close of business on June 25November 20, 20102020 (the “Company Measurement Date”), (iA) 40,403,163 shares of 421,705,534 Company Common Stock Shares were issued and outstanding (of which, (1) 25,219,470 Company Common Shares were held by the Employee Benefit Trust (as defined in the Company Disclosure Letter) and (2) 396,486,064 were held by other shareholders), (B) 58,660,567 Company Common Shares were held by the Company in its treasury, (C) no Company Undesignated Shares were issued and outstanding, (iiD) no shares of preferred stock 4,738,854 Company Common Shares were outstandingsubject to issuance pursuant to Company RSU Awards, (iiiE) an aggregate of 1,810,167 shares of 1,426,313 Company Common Stock Shares were issuable upon exercise subject to issuance pursuant to Company PSU Awards (assuming satisfaction of then outstanding Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (iany performance vesting conditions at target levels), (iiiF) 199,674 Company Common Shares were subject to issuance pursuant to Company DSU Awards and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of G) 468,314 Company Common Stock Shares were available for additional grants under the subject to issuance pursuant to outstanding Company Stock Plans. Options. (ii) All of the issued and outstanding shares of the Company Common Stock are are, and all shares of the Company that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued and outstandingissued, fully paid and non assessable nonassessable and free of not subject to preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.24.1(c) and except for changes since the Company Measurement Date resulting from the issuance of Company Common Shares pursuant to Company RSU Awards, Company PSU Awards, Company DSU Awards or Company Options, or as expressly permitted by Section 5.1(a)(iii), (A) there are not issued or outstanding (x) any shares or other voting securities of the Company, (y) any securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for, or based upon the value of, shares or voting securities of the Company or (z) any warrants, calls, options or other rights to acquire from the Company or any of its subsidiaries (including any subsidiary trust), or obligations of the Company or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for, or based upon the value of, shares or voting securities of the Company, and (B) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. The Company Common Shares subject to issuance pursuant to Company Options issued and outstanding as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares Agreement have a weighted average exercise price of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or $27.66. (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies trusts or other arrangements agreements or understandings to which the Company or any of its Subsidiaries subsidiaries is a party (with respect to the voting of the shares or other than with equity interest of the Company or its subsidiaries. Neither the Company nor any of its Subsidiaries) relating to the issuancesubsidiaries has granted any preemptive rights, saleanti-dilutive rights or rights of first refusal, voting, transfer, ownership registration rights or other similar rights with respect to any its shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Companyare in effect.

Capital Structure. (a) The authorized capital stock of the Company Parent consists of 100,000,000 140,000,000 shares of Company Parent Common Stock and 6,000,000 10,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Parent Preferred Stock”). As of At the close of business on June 25July 15, 20102005, (i) 40,403,163 71,901,863 shares of Company Parent Common Stock were issued and outstanding, (ii) no 1,219,807 shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Parent Common Stock were issuable upon exercise of then reserved for issuance (including shares underlying outstanding Options stock options and SARs (whether or not exercisable as of such date), and (ivshares available for future grant) 939,570 RSUs were outstanding. In addition pursuant to the shares of Company Common 1994 Stock referred to in clauses Incentive Plan, 1997 Stock Incentive Plan, as amended, 1993 Nonemployee Director Stock Option Plan, Deferred Compensation Plan for Nonemployee Directors, 1999 Nonemployee Director Stock Option Plan, as amended, Amended and Restated Employee Stock Purchase Plan (icollectively, the “Parent Stock Plans”), (iii) 8,269,946 shares of Parent Common Stock were reserved for issuance upon conversion of the Senior Subordinated Convertible Notes due 2024 and (iv) no shares of Parent Preferred Stock were issued or outstanding. Except as set forth above in this Section 4.02(a), as of at the close of business on June 25July 15, 20102005, 3,472,973 no shares of Company Common Stock capital stock or other voting securities of Parent were available issued, reserved for additional grants under the Company Stock Plansissuance or outstanding. All of the outstanding shares of Company capital stock of Parent are, and all shares which may be issued (including shares of Parent Common Stock are to be issued in accordance with this Agreement) will be, when issued, duly authorized, validly issued and outstandingissued, fully paid and non assessable nonassessable and free of not subject to preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereofSenior Subordinated Convertible Notes due 2024, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding there are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders of the Company Parent may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (db) The authorized equity interests of Merger Sub consist of 100 shares of common stock, par value $.01 (“Merger Sub Stock”). All of the issued and outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and Merger Sub Stock are owned directly by Parent. Merger Sub does not have issued or indirectly by the Company free and clear of outstanding any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rightssubscriptions, calls, contractsrights, voting trusts, proxies convertible securities or other arrangements agreements or commitments obligating Merger Sub to which the Company issue, transfer or sell any of its Subsidiaries is a party (Merger Sub Stock to any person, other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyParent.

Capital Structure. (a) The authorized capital stock of the Company OSI consists of 100,000,000 30,000,000 shares of Company OSI Common Stock Stock, $.0001 par value, and 6,000,000 3,000,000 shares of preferred stockPreferred ▇▇▇▇▇, $.▇▇▇▇ par value $0.001 per share("OSI Preferred Stock"). As of the close of business on June 25March 14, 20101997, (i) 40,403,163 7,647,962 shares of Company OSI Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable; (ii) no shares of preferred stock OSI Preferred Stock were issued and outstanding, ; (iii) an aggregate of 1,810,167 no shares of Company OSI Common Stock or OSI Preferred Stock were issuable upon exercise held in the treasury of then outstanding Options and SARs (whether OSI or not exercisable as by subsidiaries of such date), OSI; and (iv) 939,570 RSUs were outstanding. In addition to the 3,500,599 shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company OSI Common Stock were available reserved for additional grants future issuance pursuant to the OSI Stock Plans, including (A) 1,234,431 shares reserved for issuance under the Company 1992 Stock PlansOption Plan, 1,148,421 of which were subject to or reserved for outstanding options and 86,010 of which were reserved for future option grants; (B) 125,000 shares reserved for issuance under the 1995 Director Stock Option Plan, 55,000 of which were subject to or reserved for outstanding options and 70,000 of which were reserved for future option grants; (C) 2,000,000 shares reserved for issuance under the 1996 Equity Incentive Plan, 800,000 of which were subject to or reserved for outstanding options and 1,200,000 of which were reserved for future issuance; (D) 141,168 shares reserved for future issuance under the OSI Purchase Plan; and (E) 98,000 shares reserved for issuance pursuant to exercise of warrants, the material terms of which warrants are described in the OSI Disclosure Letter. All No change in such capitalization has occurred since such date other than the exercise and termination of outstanding stock options and the outstanding shares accrual of Company Common Stock are validly issued and outstandingrights under the OSI Purchase Plan, fully paid and non assessable and free of preemptive rightsall in the ordinary course. All shares of Company OSI Common Stock subject to issuance under the Company Stock Plansas specified above, including outstanding Options, SARs and RSUs, will upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued and outstandingissued, fully paid and non-assessable nonassessable. The terms of the OSI Stock Option Plans permit the assumption or substitution of options to purchase LRC Common Stock as provided in this Agreement, without the consent or approval of the holders of such securities, the OSI stockholders, or otherwise and free without any acceleration of preemptive the exercise schedule or vesting provisions in effect for those options. The terms of the OSI Purchase Plan permit the conversion of participants' rights thereunder to purchase OSI Common Stock into rights to purchase LRC Common Stock, as described in Section 5.10(b), without the consent or approval of such participants or the OSI stockholders, or otherwise and without any acceleration of the exercise schedule in effect for such rights. Section 3.2(a) of The current two-year "offering period" under the Disclosure Schedule sets forth an accurate OSI Purchase Plan commenced on February 1, 1997 and, except for the purchase rights granted on such commencement date to participants in the current offering period, there are no other purchase rights or options outstanding under the OSI Purchase Plan. True and complete list copies of all agreements and instruments relating to or issued under the Options OSI Stock Option Plans or OSI Purchase Plan have been made available to LRC and SARs outstanding as of June 25such agreements and instruments have not been amended, 2010 modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the exercise or base prices thereofform made available to LRC. (b) Each Option OSI owns beneficially and SAR was validly of record, directly or through a subsidiary, all outstanding shares of capital stock of each of its subsidiaries free and properly approved by clear of any security interest, claim, lien, pledge, right, voting trust or proxy or other encumbrance or restriction whatsoever. There are no obligations, contingent or otherwise, of OSI or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of OSI Common Stock or the Board capital stock of Directors any OSI subsidiary or make any investment (in the form of a loan, capital contribution or a duly authorized committee or subcommittee thereofotherwise), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no any such grants involved subsidiary or any “back dating,” “forward dating” or similar practices with respect to the effective date other entity other than guarantees of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms bank obligations of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs subsidiaries entered into in the Company Financial Statementsordinary course of business. (c) Except as otherwise set forth in this Section 3.22.2(a) or (b), as there are no equity securities of the date any class of this Agreement, the Company has no (i) outstanding stock OSI or securities convertible into or exchangeable for any shares of its equity securitiessubsidiaries, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or security exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.2(a) or (b), there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which OSI or any of its Company Common Stock. (d) All subsidiaries is a party or by which any of the outstanding them is bound obligating OSI or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of OSI or other any of its subsidiaries or obligating OSI or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity securities security, call, right, commitment or agreement, and to the knowledge of each Subsidiary of OSI, except for the Company are validly issuedVoting Agreements and related proxies contemplated by this Agreement, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There there are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company agreements or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights understandings with respect to any the capital shares of capital stock OSI or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Companysubsidiaries.

Capital Structure. (ai) The authorized capital stock of the Company Realty Income consists of 100,000,000 740,200,000 shares of Company Realty Income Common Stock Stock, and 6,000,000 69,900,000 shares of preferred stock, par value $0.001 0.01 per share. The authorized capital stock of Merger Sub 1 consists of 1,000 shares of Merger Sub 1 Common Stock, par value $0.0001 per share. The authorized capital of Merger Sub 2 consists of 100% membership interests. From the date hereof until immediately prior to the Merger, all of the capital stock or other equity interests of Merger Sub 1 and Merger Sub 2 shall be owned, directly or indirectly, by Realty Income. As of the close of business on June 25April 23, 20102021, (A) (i) 40,403,163 373,514,747 shares of Company Realty Income Common Stock were issued and outstandingoutstanding (including the shares subject to Realty Income Restricted Stock Awards included in clause (iii) below), (ii) no 742,460 shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Realty Income Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date)reserved for issuance pursuant to future awards under the Realty Income Management Incentive Plan, the Realty Income 2003 Stock Incentive Award Plan, and the Realty Income Corporation 2012 Incentive Award Plan (iv) 939,570 RSUs were outstanding. In addition to collectively, the shares of Company Common Stock referred to in clauses (i“Realty Income Equity Plans”), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 221,915 shares of Company Realty Income Common Stock were available subject to Realty Income Restricted Stock Awards, (iv) 674,997 shares of Realty Income Common Stock were subject to Realty Income Performance Share Awards (assuming maximum performance for additional grants under the Company any such awards that are subject to performance-based vesting), (v) 24,854 shares of Realty Income Common Stock Planswere subject to Realty Income RSU Awards, and (vi) no shares of Realty Income Common Stock were held by Subsidiaries of Realty Income and (B) no shares of Realty Income preferred stock were issued and outstanding. All of the outstanding shares of Company Realty Income Common Stock are have been duly authorized and validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, are fully paid and non-assessable and free of not subject to preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (bii) Each Option and SAR was validly and properly approved by the Board No Voting Debt of Directors (Realty Income or a duly authorized committee any of its Subsidiaries is issued or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statementsoutstanding. (ciii) Except as otherwise set forth in this Section 3.2, as As of the date close of business on April 23, 2021, except for (A) this Agreement and the partnership agreement of Realty Income, L.P. (the “Realty Income Partnership Agreement”), (B) partnership units outstanding under the Realty Income Partnership Agreement, and (C) awards in respect of Realty Income Common Stock issued and outstanding under the Company has Realty Income Equity Plans (“Realty Income Equity Awards”), there are no (i) outstanding options, warrants, calls, rights, commitments or agreements of any character to which Realty Income or any Subsidiary of Realty Income is a party or by which it or any such Subsidiary is bound obligating Realty Income or any Subsidiary of Realty Income to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of common stock or securities convertible any Voting Debt or stock appreciation rights of Realty Income or of any Subsidiary of Realty Income or obligating Realty Income or any Subsidiary of Realty Income to grant, extend or enter into any such option, warrant, call, right, commitment or exchangeable for agreement. As of the close of business on April 23, 2021, there are no outstanding contractual obligations of Realty Income or any shares of its equity securitiesSubsidiaries (1) other than in respect of partnership units under the Realty Income Partnership Agreement or in respect of Realty Income Equity Awards under the Realty Income Equity Plans, or any outstanding rights to subscribe for or to purchase any shares of its equity securitiesrepurchase, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase redeem or otherwise acquire any shares of its equity securities common stock of Realty Income or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs its Subsidiaries or (ii2) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements pursuant to which the Company Realty Income or any of its Subsidiaries is a party (other than with the Company or any could be required to register shares of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership Realty Income Common Stock or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of under the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanySecurities Act.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 100,000,000 (i) 1,000,000,000 shares of Company Parent Common Stock and 6,000,000 (ii) 50,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on August 20, 2018: (A) 302,331,048 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding; (B) the shares of Parent Common Stock issued and outstanding include 232,143 shares of restricted Parent Common Stock issued pursuant to Parent’s Amended and Restated 2014 Long-Term Incentive Plan, as amended from time to time (the “Parent Stock Plan”); and (C) 9,070,854 shares of Parent Common Stock were reserved for issuance pursuant to the Parent Stock Plan, of which (1) 3,659,311 shares of Parent Common Stock were issuable in respect of outstanding restricted stock unit awards (“RSUs”) and (2) 5,411,543 shares (assuming satisfaction of performance conditions at the maximum level) of Parent Common Stock were issuable in respect of outstanding performance stock unit awards (“PSUs”). (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and were not issued in violation of any preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. As of the close of business on June 25August 20, 20102018, (i) 40,403,163 shares of Company Common Stock were issued and outstanding, (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable except as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.25.2, as there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of the date its Subsidiaries any capital stock of this Agreement, the Company has no (i) outstanding stock Parent or securities convertible into or exchangeable or exercisable for any shares capital stock of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, Parent (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon and the exercise, settlement conversion, purchase, exchange or forfeiture other similar price thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities interests of each the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly-owned Subsidiary of Parent, are free and clear of all Encumbrances (other than Encumbrances described in Schedule 5.2 of the Company are Parent Disclosure Letter) and have been duly authorized, validly issued, fully paidpaid and nonassessable (except, nonassessable in the case of partnerships or limited liability companies, to the extent such non-assessability may be affected by applicable Law of their jurisdictions of formation or organization). Except as set forth in this Section 5.2, and free except for changes since August 20, 2018 resulting from the vesting of preemptive rights and RSUs outstanding at such date, or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are owned directly outstanding: (1) no shares of Parent Capital Stock, Voting Debt or indirectly by the Company free and clear other voting securities of Parent; (2) no securities of Parent or any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are Parent convertible into or exchangeable or exercisable for shares of capital stock, Voting Debt or other voting securities of Parent, and (3) no subscriptions, options, warrants, rightssubscriptions, calls, contractsrights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent or any Subsidiary of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. Except for the Parent Voting Agreement, there are not any stockholder agreements, voting trusts, proxies trusts or other arrangements agreements to which the Company Parent or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) by which it is bound relating to the issuance, sale, voting, transfer, ownership or other rights with respect to voting of any shares of capital stock or other equity securities interest of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company Parent or any of its Subsidiaries. No Subsidiary of the Company Parent owns any share shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has any (x) interest in a material joint venture, directly or indirectly, equity securities or other similar equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(b)(y) of the Parent Disclosure Letter. As of the date of this Agreement, the authorized capital stock or other equity security of the CompanyMerger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 100,000,000 (i) 450,000,000 shares of Company Parent Common Stock and (ii) 50,000,000 shares of Parent Preferred Stock, of which 3,000,000 shares have been designated as Parent Series A Preferred Stock, 6,000,000 shares of preferred stock, par value $0.001 per sharehave been designated as Parent Series B Preferred Stock and 4,600,000 have been designated as Parent Series C Preferred Stock. As of At the close of business on June 25July 31, 2010, 2023: (iA) 40,403,163 20,219,246 shares of Company Parent Common Stock were issued and outstanding, ; (iiB) no 1,663,193 shares of preferred stock Parent Series A Preferred Stock were issued and outstanding, ; (iiiC) an aggregate of 1,810,167 3,727,641 shares of Company Parent Series B Preferred Stock were issued and outstanding; (D) 3,728,795 shares of Parent Series C Preferred Stock were issued and outstanding; (E) 1,079,358 shares of Parent Common Stock were issuable upon exercise reserved for issuance pursuant to the equity or equity-based awards outstanding under, or that may be granted in the future under, the equity compensation plans of then outstanding Options and SARs Parent (whether or not exercisable as of such dateamended from time to time, the “Parent Equity Plans”), ; and (ivF) 939,570 RSUs were outstanding. In addition to the 7,915,381 shares of Company Parent Common Stock referred to were reserved for issuance in clauses (i)connection with the conversion of Parent Preferred Stock. Except as set forth in this Section 5.2, (iii) and (iv), as of at the close of business on June 25July 31, 20102023, 3,472,973 there are no other shares of Company Common outstanding Parent Capital Stock were available issued, reserved for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and issuance or outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option All outstanding shares of Parent Capital Stock have been, and SAR was all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and properly approved by the Board of Directors nonassessable and are not subject to preemptive rights and (or a duly authorized committee or subcommittee thereof), was ii) issued and granted in compliance in all material respects with all applicable legal requirements state and was recorded on federal securities Laws, the Company’s financial statements in accordance with GAAP consistently appliedMaryland General Corporation Act (the “MGCL”) and the Organizational Documents of Parent. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and no such grants involved nonassessable and not subject to preemptive rights, (B) free and clear of any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs Liens and RSUs are (C) issued in compliance in all material respects with the terms (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the applicable Company Stock Plan under which such Optionsissued and outstanding shares of capital stock, SARs and RSUs were granted. The Company has not granted any Options membership interests, partnership interests or SARs at an exercise or base price that represents a discount from the fair market value other equity interests, as applicable, of the Company Common Stock underlying such Option or SAR on the date Subsidiaries of grant Parent, including Merger Sub, free and the Company has disclosed any re-pricing clear of Options or SARs in the Company Financial Statementsall Liens, other than Permitted Liens. (c) Except As of the close of business on July 31, 2023, except as otherwise set forth in this Section 3.25.2, and the Organizational Documents of Parent, and except for stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock; (ii) Voting Debt; (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt; (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent; or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, in any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. Except as set forth in the Organizational Documents of Parent, there are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities all of the Company or (iii) issued and outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described membership interests in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company Merger Sub are validly issued, fully paid, paid and nonassessable and free of preemptive rights and are wholly owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests Parent. (“Liens”e) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies All dividends or other arrangements to which distributions on the Company or shares of Parent Capital Stock and any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership material dividends or other rights with respect to distributions on any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion Parent which have been authorized or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of declared prior to the date of this Agreement, hereof have been paid in full (i) for each Subsidiary of except to the Company, the name of extent such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary dividends have been declared and (ii) for each Subsidiary of the Company that is are not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Companyyet due and payable).

Capital Structure. (a) The authorized capital stock of the Company SOR II consists of 100,000,000 1,010,000,000 shares of Company Common Stock and 6,000,000 shares of preferred capital stock, of which (x) 1,000,000,000 shares are designated as common stock with par value of $0.001 0.01 per shareshare (“SOR II Common Stock”), of which 500,000,000 shares are classified as Class A common stock (“SOR II Class A Common Stock”), and 500,000,000 shares are classified as Class T common stock (“SOR II Class T Common Stock”), and (y) 10,000,000 shares are designated as preferred stock with a par value of $0.01 per share (“SOR II Preferred Stock”). As of the close date of business on June 25, 2010this Agreement, (i) 40,403,163 17,842,301 shares of Company the SOR II Class A Common Stock were issued and outstanding, (ii) no 12,222,529 shares of preferred stock the SOR II Class T Common Stock were issued and outstanding, (iii) an aggregate of 1,810,167 no shares of Company Common SOR II Preferred Stock were issuable upon exercise of then outstanding Options issued and SARs (whether or not exercisable as of such date)outstanding, and (iv) 939,570 RSUs were outstanding. In addition to the no shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company SOR II Common Stock were available reserved for additional grants under issuance upon redemption of partnership interests of the Company Stock PlansSOR II Operating Partnership. All of the outstanding shares of Company Common Stock capital stock of SOR II are duly authorized, validly issued and outstandingissued, fully paid and non assessable nonassessable and were issued in compliance with applicable securities Laws. There is no other outstanding capital stock of SOR II. (b) As of the date of this Agreement, all of the partnership interests of the SOR II Operating Partnership were held by SOR II or a Wholly Owned SOR II Subsidiary, free and clear of all Liens other than Permitted Liens and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs partnership interests of the SOR II Operating Partnership are duly authorized and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted were issued in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statementssecurities Laws. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company SOR II Subsidiaries that is a corporation are duly authorized, validly issued, fully paidpaid and nonassessable. All equity interests in each of the SOR II Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the SOR II Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, nonassessable upon issuance will be validly issued, fully paid and nonassessable. Except as set forth on Section 4.1(c) of the SOR II Disclosure Letter, SOR II or the SOR II Operating Partnership owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the SOR II Subsidiaries, free and clear of all Liens, other than Permitted Liens, and free of preemptive rights. (d) There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) of SOR II or any SOR II Subsidiary issued and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests outstanding (“LiensSOR II Voting Debt”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no outstanding subscriptions, securities options, warrants, calls, rights, callsprofits interests, contractsstock appreciation rights, voting trustsphantom stock, proxies convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other arrangements similar rights, agreements, arrangements, undertakings or commitments of any kind to which the Company SOR II or any of its the SOR II Subsidiaries is a party (other than with the Company or by which any of them is bound obligating SOR II or any of its Subsidiariesthe SOR II Subsidiaries to (i) relating issue, transfer or sell or create, or cause to the issuancebe issued, sale, voting, transfer, ownership transferred or other rights with respect to sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of SOR II or any SOR II Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities or other similar rights, agreements, arrangements, undertakings or commitments or (iii) except as provided under the SOR II SRP, redeem, repurchase or otherwise acquire any such shares of capital stock, SOR II Voting Debt or other equity interests. (e) Neither SOR II nor any SOR II Subsidiary is a party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of any capital stock of SOR II or any of the SOR II Subsidiaries. Neither SOR II nor any SOR II Subsidiary has granted any registration rights on any of its capital stock other than as set forth in Section 4.4(e) of the SOR II Disclosure Letter. No SOR II Common Stock is owned by any SOR II Subsidiary. (f) All dividends or other distributions on the shares of SOR II Common Stock or partnership interests of the SOR II Operating Partnership and any material dividends or other distributions on any securities of any SOR II Subsidiary of the Company, including any right of conversion which have been authorized or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of declared prior to the date of this Agreement, hereof have been paid in full (i) for each Subsidiary of except to the Company, the name of extent such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary dividends have been publicly announced and (ii) for each Subsidiary of the Company that is are not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Companyyet due and payable).

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 100,000,000 (i) 225,000,000 shares of Company Parent Common Stock and 6,000,000 (ii) 25,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on the Measurement Date: (A) 31,496,842 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding; (B) the shares of Parent Common Stock issued and outstanding include 484,088 shares of Parent Common Stock underlying the Parent RSUs, 185,588 shares of Parent Common Stock underlying the Parent PSUs at target performance levels and 68,816 shares of Parent Common Stock underlying options granted pursuant to the Parent’s 2017 Long-Term Incentive Plan, as amended from time to time (the “Parent Equity Plan”); (C) 852,234 shares of Parent Common Stock were reserved for issuance pursuant to the Parent Equity Plan; and (D) 42,000 shares of Parent Series A Junior Participating Preferred Stock were reserved for issuance upon exercise of Parent Rights. (b) All outstanding shares of Parent Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Capital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable Contracts (including the Parent Equity Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable Contracts. As of the close of business on June 25the Measurement Date, 2010, (i) 40,403,163 shares of Company Common Stock were issued and outstanding, (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable except as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.25.2, as there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of the date its Subsidiaries any capital stock of this Agreement, the Company has no (i) outstanding stock Parent or securities convertible into or exchangeable or exercisable for any shares capital stock of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, Parent (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon and the exercise, settlement conversion, purchase, exchange or forfeiture other similar price thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities interests of each the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly owned Subsidiary of the Company Parent, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paidpaid and nonassessable. Except as set forth in this Section 5.2, nonassessable and free except for changes since the Measurement Date resulting from the exercise of preemptive rights stock options outstanding at such date (and the issuance of shares of Parent Common Stock thereunder, which were reserved for issuance as set forth in Section 5.2(a)), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are owned directly outstanding: (1) no shares of Parent Capital Stock, Voting Debt or indirectly by the Company free and clear other voting securities of Parent; (2) no securities of Parent or any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent, and (3) no subscriptions, options, warrants, rightssubscriptions, calls, contractsrights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts, proxies trusts or other arrangements agreements to which the Company Parent or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) by which it is bound relating to the issuance, sale, voting, transfer, ownership or other rights with respect to voting of any shares of capital stock or other equity securities interest of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company Parent or any of its Subsidiaries. No Subsidiary of the Company Parent owns any share shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has any (x) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(b) of the Parent Disclosure Letter. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent. (c) All of the issued and outstanding shares of capital stock or other equity security ownership interests of each Subsidiary of Parent are owned by Parent, directly or indirectly, all such shares or equity ownership interests are set forth in Schedule 5.2(c) of the CompanyParent Disclosure Letter, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 100,000,000 (i) 500,000,000 shares of Company Parent Common Stock and 6,000,000 (ii) 50,000,000 shares of preferred stock, par value $0.001 per shareParent Preferred Stock. As of At the close of business on June 25February 22, 2010, 2023: (iA) 40,403,163 110,732,368 shares of Company Parent Common Stock were issued and outstanding, ; (iiB) no 334,678 shares of preferred stock Parent Series C Preferred Stock were outstanding, (iii) an aggregate of 1,810,167 issued and outstanding and 4,600,000 shares of Company Parent Series E Preferred Stock were issued and outstanding; (C) 3,374,114 shares of Parent Common Stock were issuable upon exercise reserved for issuance pursuant to the 2013 equity incentive plan of then outstanding Options and SARs Parent (whether or not exercisable as of such datethe “Parent Equity Plan”), ; and (ivD) 939,570 RSUs were outstanding. In addition to the 7,589,080 shares of Company Parent Common Stock referred to were reserved for issuance in clauses connection with the conversion of Parent’s 7.00% convertible senior notes due 2023 (ithe “Convertible Notes”), (iii) and (iv), as of . At the close of business on June 25February 22, 2010, 3,472,973 2023: (1) the conversion rate for the Parent Series C Preferred Stock equaled 1.2368 shares of Company Parent Common Stock were available for additional grants under the Company Stock Plans. All per $25.00 liquidation preference of the outstanding Parent Series C Preferred Stock; and (2) the conversion rate for the Convertible Notes equaled 1.6498 shares of Company Parent Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) per $25.00 principal amount of the Disclosure Schedule sets forth Convertible Notes. There have not been any events that have or will result in an accurate and complete list of adjustment to the Options and SARs outstanding as of June 25, 2010 and conversion rate on the exercise Convertible Notes or base prices thereofthe Parent Series C Preferred Stock. (b) Each Option All outstanding shares of Parent Capital Stock have been, and SAR was all shares of Parent Common Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and properly approved by the Board of Directors nonassessable and are not subject to preemptive rights and (or a duly authorized committee or subcommittee thereof), was ii) issued and granted in compliance in all material respects with all applicable legal requirements state and was recorded on federal securities Laws, the Company’s financial statements in accordance with GAAP consistently applied, MGCL and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date Organizational Documents of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were grantedParent. The Company has not granted any Options issued and outstanding shares of capital stock of, or SARs at an exercise other equity interests in, the Subsidiaries of Parent that are owned, of record and beneficially, directly or base price that represents a discount from the fair market value indirectly, by Parent are so owned free and clear of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statementsall Liens, other than Permitted Liens. (c) Except As of the close of business on February 22, 2023, except as otherwise set forth in this Section 3.25.2, as and except for changes since February 22, 2023, resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, in any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities all of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders limited liability company interests of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) Merger Sub are validly issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stockand fully paid and are wholly owned by Parent. (de) All of dividends or other distributions on the outstanding shares of capital stock Parent Capital Stock and any material dividends or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of distributions on any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of Parent which have been authorized or declared prior to the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreementdate hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable). Section 3.2(d) As of the Disclosure Schedule sets forthdate hereof, Parent has paid all dividends on the issued and outstanding Parent Preferred Stock with respect to prior quarterly periods during which such stock has been outstanding such that there are no dividends that have cumulated on the Parent Preferred Stock as of the date of this Agreement, (i) hereof for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Companyprior quarters.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 100,000,000 (i) 320,000,000 shares of Company Parent Common Stock and 6,000,000 (ii) 3,000,000 shares of preferred stock, no par value $0.001 per share(“Parent Preferred Stock”). At the close of business on June 16, 2017: (A) 173,800,724.6384 shares of Parent Common Stock were issued and outstanding, including 223,044.661024 shares of restricted Parent Common Stock issued pursuant to the Parent Stock Plans; (B) no shares of Parent Preferred Stock were issued and outstanding; and (C) 6,136,560 shares of Parent Common Stock remained available for issuance pursuant to the Parent Stock Plans, of which (I) 1,307,600 shares of Parent Common Stock were subject to issuance upon exercise of outstanding options to purchase Parent Common Stock, (II) 840,969 shares of Parent Common Stock were issuable in respect of outstanding Parent RSU Awards and (III) 1,325,707 shares (assuming satisfaction of performance conditions at the target level) or 3,977,121 shares (assuming satisfaction of performance conditions at the maximum level) of Parent Common Stock were issuable in respect of outstanding performance stock units in respect of Parent Common Stock. (b) All outstanding shares of Parent Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in applicable contracts. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be (a) validly issued, fully paid and nonassessable and not subject to preemptive rights and (b) issued in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the close of business on June 2516, 20102017, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (i) 40,403,163 shares of Company Common Stock were issued and outstandingthe exercise, (ii) no shares of preferred stock were outstandingconversion, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether purchase, exchange or not exercisable as of such dateother similar price thereof), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) capital stock of the Disclosure Schedule sets forth an accurate and complete list Subsidiaries of the Options and SARs outstanding as of June 25Parent that are owned by Parent, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee direct or subcommittee thereof)indirect wholly-owned Subsidiary of Parent, was granted in compliance in are free and clear of all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grantEncumbrances other than Permitted Encumbrances. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.25.2, and except for changes since June 16, 2017 resulting from the exercise of stock options or settlement of equity awards, in each case, outstanding as of such date, there are outstanding as of the date hereof: (A) no shares of capital stock, Voting Debt or other voting securities of Parent; (B) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of capital stock, Voting Debt or other voting securities of Parent, and (C) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are not any shareholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of the capital stock of Parent. As of the date of this Agreement, Parent has no (1) material joint venture or other similar material equity interests in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2 of the Parent Disclosure Letter or (2) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than a wholly owned direct or indirect Subsidiary of Parent. As of the date of this Agreement, the Company has no (i) outstanding authorized capital stock or securities convertible into or exchangeable for any of Merger Sub consists of 100 shares of its equity securitiescommon stock, or any outstanding rights to subscribe for or to purchase any par value $0.01 per share, all of which shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paidpaid and nonassessable and are owned by EIH. (c) As of June 16, 2017, the authorized equity interests of EQT GP consist of (i) 266,165,000 common units issued and outstanding representing the entire limited partner interest in EQT GP, of which 239,715,000 common units were held by Subsidiaries of Parent and (ii) a non-economic general partner interest of EQT GP, all of which is held by a Subsidiary of Parent. Except as set forth in the preceding sentence, no equity interests of EQT GP are authorized, issued or outstanding as of June 16, 2017. All outstanding limited partner interests of EQT GP are duly authorized, validly issued, fully-paid and nonassessable and free of preemptive rights (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act). The outstanding general partner interests of EQT GP are owned directly or indirectly by duly authorized and validly issued and free of preemptive rights. (d) As of June 16, 2017, the Company free and clear authorized equity interests of any pledges, liens, charges, mortgages, encumbrances and securities EQT MLP consist of common units representing limited partner interests in EQT MLP (“LiensEQT MLP Common Units”), incentive distribution rights of EQT MLP (the “EQT MLP IDRs”), and a 1.8% general partner interest in EQT MLP (the “EQT MLP General Partner Interest”). As of June 16, 2017, the issued and outstanding limited partner interests and general partner interests of EQT MLP consisted of (i) 80,581,758 EQT MLP Common Units, of which 21,811,643 are held by EQT GP and its Subsidiaries, (other than Liens arising ii) the EQT MLP General Partner Interest, all of which is held by operation EQT GP and its Subsidiaries and (iii) the EQT MLP IDRs, all of Lawwhich are held by EQT GP and its Subsidiaries. Except as set forth in the preceding sentence, under securities Laws no equity interests of EQT MLP are authorized, issued or under the organizational documents applicable to outstanding as of June 16, 2017. All outstanding limited partner interests of EQT MLP are duly authorized, validly issued, fully-paid and nonassessable and free of preemptive rights (except as such Subsidiary nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the CompanyDelaware Revised Uniform Limited Partnership Act). There The outstanding general partner interests of EQT MLP are no subscriptionsduly authorized and validly issued and free of preemptive rights. (e) As of June 16, options2017, warrantsthe authorized equity interests of Mountain Valley Pipeline, rightsLLC consist solely of a single class of membership interests, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forthwhich, as of the date of this Agreementhereof, (i) for each 45.5% are held by a Subsidiary of Parent and 55.5% are held by third parties. Except as set forth in the Companypreceding sentence, the name no equity interests of Mountain Valley Pipeline, LLC are authorized, issued or outstanding as of June 16, 2017. All outstanding equity interests of Mountain Valley Pipeline, LLC are duly authorized, validly issued, fully-paid and nonassessable and free of preemptive rights (except as such Subsidiary, together with the jurisdiction of organization or incorporation, as the case nonassessability may be, of such Subsidiary be affected by Sections 18-607 and (ii) for each Subsidiary 18-804 of the Delaware Limited Liability Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyAct).

Capital Structure. (a) The authorized capital stock of the Company as of the date of this Agreement consists of (i) 100,000,000 shares of Company Common Stock and 6,000,000 (ii) 5,000,000 shares of preferred stockPreferred Stock, par value $0.001 per share. share (“Company Preferred Stock”). (b) As of the close of business on June 25February 9, 2010, 2006: (i) 40,403,163 20,259,819 shares of Company Common Stock were issued and outstanding, ; (ii) no shares of preferred stock Company Preferred Stock were issued or outstanding, ; (iii) an aggregate of 1,810,167 no shares of Company Common Stock were issuable upon exercise held in the treasury of then outstanding Options and SARs (whether or not exercisable as of such date), and the Company; (iv) 939,570 RSUs were outstanding. In addition to the 2,432,011 shares of Company Common Stock referred were duly reserved for future issuance pursuant to in clauses (i), (iii) outstanding Company Stock Options granted pursuant to the Company Stock Plans; and (iv)v) 2,110,698 shares of Company Common Stock were duly reserved for future issuance pursuant to the exercise of Company Warrants. Except as described above, as of the close of business on June 25the day prior to the date hereof, 2010, 3,472,973 there were no shares of Company Common Stock were available for additional grants under voting or non-voting capital stock, equity interests or other securities of the Company Stock Plans. authorized, issued, reserved for issuance or otherwise outstanding. (c) All of the outstanding shares of Company Common Stock are validly are, and all shares which may be issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject pursuant to issuance under the Company Stock Plans, including outstanding Optionsthe Company Stock Options and the Company Warrants will be, SARs and RSUswhen issued against payment therefor in accordance with the terms thereof, will upon issuance be duly authorized, validly issued and outstandingissued, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently appliedassessable, and no such grants involved not subject to, or issued in violation of, any “back dating,” “forward dating” preemptive, subscription or any kind of similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were grantedrights. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value no outstanding shares of the Company Common Stock underlying such Option or SAR on that are subject to a right of repurchase that will survive the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial StatementsMerger. (cd) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has There are no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Except as described in subsection (b) above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company is not a party or bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither the Company nor the Company Subsidiary is subject to any obligation or requirement to repurchase provide funds for or to make any investment (in the form of a loan or capital contribution) in any Person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). (e) The Company has previously made available to Parent a complete and correct list of the holders of all Company Stock Options and Company Warrants outstanding as of the date specified therein, including: (i) the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) any other material terms, including any terms regarding the acceleration of vesting (other than those set forth in the Company Stock Plans). (f) All of the issued and outstanding shares of Company Common Stock and all of the issued and outstanding Company Warrants and Company Stock Options were issued in compliance in all material respects with all applicable federal and state securities Law. (g) There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its equity securities or any convertible securities, rights capital stock (or options or warrants to acquire any such shares) or other security or equity interests of the type described in the preceding sentence (Company, other than rights of repurchase of Company Common Stock pursuant to agreements entered into in connection with the acquisition Company Stock Plans between the Company and the holder of such shares of Company Common Stock. Except as described in this Section 2.3, Optionsand except as set forth on Schedule 2.3(g) of the Company Disclosure Schedule, SARs there are no stock-appreciation rights, security-based performance units, phantom stock or RSUs other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or the Company Subsidiary or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company or the Company Subsidiary based upon revenues generated by them without augmentation as a result of the exerciseMerger or other transactions contemplated hereby) of the Company or to cause the Company or the Company Subsidiary to file a registration statement under the Securities Act, settlement or forfeiture thereof). From June 25, 2010 which otherwise relate to the date registration of this Agreement, any securities of the Company has not (i) issued any shares of or the Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common StockSubsidiary. (dh) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of Other than the Company are validly issuedVoting Agreements, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There there are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements agreements, commitments or understandings to which the Company or the Company Subsidiary or, to the knowledge of the Company, any of its Subsidiaries the stockholders of the Company, is a party (other than with the Company or by which any of its Subsidiaries) relating them is bound with respect to the issuance, saleholding, votingacquisition, transfer, ownership voting or other rights with respect to disposition of any shares of capital stock or other security or equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary interest of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by or the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanySubsidiary.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of (i) 100,000,000 shares of Parent Common Stock and (ii) 3,000,000 shares of Parent Preferred Stock. At the close of business on December 7, 2023: (A) 1,248,969 shares of Parent Common Stock were issued and 1,248,918 shares of Parent Common Stock were outstanding; (B) 0 shares of Parent Preferred Stock were issued and 0 shares of Parent Preferred Stock were outstanding; (C) ) 1,114 shares of Company Common Stock were reserved and 6,000,000 available for issuance pursuant to the Company 2017 Equity Incentive Plan; (D) 44,459 shares of preferred Company Common Stock were reserved and available for issuance pursuant to the Company’s 2021 Omnibus Equity Incentive Plan; (E) 173,557 shares of Company Common Stock were reserved for issuance in connection with the July 2023 secured promissory note; and (F) 1,261,882 shares of Company Common Stock were reserved for issuance in connection with the exercise of the Company Warrants. Except as set forth in this Section 5.2, at the close of business on December 7, 2023, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Common Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws and other applicable Law, the Delaware General Corporation Law and the Organizational Documents of Parent. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in any applicable contracts of Parent or its Subsidiaries. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock, par value $0.001 per sharemembership interests, partnership interests or other equity interests, as applicable, of the Subsidiaries of Parent, including Merger Sub, free and clear of all Liens, other than Permitted Liens. As of the close of business on June 25September 30, 20102023, except as set forth in this Section 5.2, there is or are no outstanding: (i) 40,403,163 shares of Company Common Stock were issued and outstanding, Parent Capital Stock; (ii) no shares of preferred stock were outstanding, Voting Debt; (iii) an aggregate securities of 1,810,167 Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Company Common Parent Capital Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and Voting Debt; (iv) 939,570 RSUs were outstanding. In addition contractual obligations of Parent or any Subsidiary of Parent to the repurchase, redeem or otherwise acquire any shares of Company Common Parent Capital Stock referred to or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, except as set forth in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a5.2(b) of the Parent Disclosure Schedule sets forth an accurate and complete list Letter; or (v) subscriptions, options, warrants, calls, puts, rights of the Options and SARs outstanding as of June 25, 2010 and the exercise first refusal or base prices thereof. other rights (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereofincluding preemptive rights), was granted commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently appliedany case, and obligating Parent or any Subsidiary of Parent to (1) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (2) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no such grants involved any “back dating,” “forward dating” shareholder agreements, voting trusts or similar practices with respect other agreements to which Parent is a party or by which it is bound relating to the effective date voting of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms any shares of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial StatementsParent Capital Stock. (c) Except as otherwise set forth in this Section 3.2, as As of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities all of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders capital stock of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) Merger Sub are validly issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stockand fully paid and are wholly-owned by Parent. (d) All of dividends or other distributions on the outstanding shares of capital stock Parent Capital Stock and any material dividends or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of distributions on any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of Parent which have been authorized or declared prior to the Company, including any right of conversion date hereof have been paid in full (except to the extent such dividends or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as distributions have been declared and are not yet due and payable).As of the date of this Agreement, (i) for each except as disclosed in the Parent SEC Documents, there are no declared and unpaid dividends or other distributions with respect to any shares of Parent Capital Stock or declared and unpaid material dividends with respect to any securities of any Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyParent.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 20,000,000 shares of Company Common Stock and 6,000,000 shares 5,000,000 of preferred stockthe Company's Preferred Stock, par value $0.001 per shareshare (the "Company Preferred Stock"). As of At the close of business on June 25August 8, 2010, 2002: (i) 40,403,163 6,764,647 shares of Company Common Stock (excluding treasury shares) were issued and outstanding, none of which were held by any Subsidiary of the Company; (ii) 127,000 shares of Company Common Stock were issued and outstanding, held by the Company in its treasury; (iiiii) no shares of preferred stock Company Preferred Stock were issued and outstanding; (iv) options to acquire 1,044,772 shares of Company Common Stock from the Company were issued and outstanding (the "Stock Options") pursuant to (A) the 1992 Incentive and Nonqualified Stock Option Plan of the Company (as amended), the 1992 Directors' Stock Option Plan (as amended) and the 2000 Directors' Stock Option Plan (collectively, the "Company Stock Plans") as listed on Section 3.02(a)(iv)(A1-A3) of the Company Disclosure Schedule, and (B) written employment agreements listed on Section 3.02(a)(iv)(B) of the Company Disclosure Schedule and previously provided in true and complete form to Parent or its counsel, (iiiv) an aggregate warrants to acquire up to 840,002 shares of 1,810,167 Company Common Stock from the Company pursuant to the stock purchase warrants listed on Section 3.02(a)(v) of the Company Disclosure Schedule and previously provided in true and complete form to Parent or its counsel (the "Warrants") were issued and outstanding; (vi) 1,000,000 shares of Company Common Stock were issuable upon exercise conversion of then outstanding Options the 10% Convertible Subordinated Notes listed on Section 3.02(a)(vi) of the Company Disclosure Schedule and SARs previously provided in true and complete form to Parent or its counsel (whether the "1999 Notes"); (vii) 880,000 shares were issuable upon conversion of the 12% Convertible Subordinated Notes listed in Section 3.02(a)(vii) of the Company Disclosure Schedule and previously provided in true and complete form to Parent or not exercisable as of such dateto counsel (together with the 1999 Notes, the "Convertible Notes"), ; and (ivviii) 939,570 RSUs were outstanding. In addition to the (A) 288,153 shares of Company Common Stock referred were reserved and available for issuance pursuant to in clauses the 1992 Incentive and Nonqualified Stock Option Plan of the Company (ias amended), (iiiB) 189,330 shares of Company Common Stock were reserved and available for issuance pursuant to the 1992 Directors' Stock Option Plan (as amended), and (iv)C) 250,000 shares of Company Common Stock were reserved and available for issuance pursuant to the 2000 Directors' Stock Option Plan. Schedule 3.02(a) of the Company Disclosure Schedule sets forth a complete and correct list, as of the close of business on June 25August 8, 20102002, 3,472,973 shares of all outstanding stock options or other rights to purchase or acquire Company Common Stock were available for additional grants granted under the Company Stock Plans. All , the Warrants, the Convertible Notes, written employment agreements or otherwise, including: (1) all outstanding Stock Options, the number of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance each Stock Option, the grant dates and exercise and vesting schedule of each such Stock Option and the names of the holders of each Stock Option; (2) all outstanding Warrants, the number of shares of Company Common Stock issuable under each Warrant, the issue dates and exercise prices and exercise schedule of each such Warrant and the names of the holders of each Warrant; and (3) all outstanding Convertible Notes, the number of shares of Company Common Stock issuable under each Convertible Note, the issue dates and conversion prices and conversion schedule of each such Convertible Note and the names of the holders of each Convertible Note. Other than the Stock Options, the Warrants and the Convertible Notes, there are no outstanding rights of any person to receive Company Common Stock under the Company Stock Plans, including outstanding Optionsunder any Contract or otherwise, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereofon a deferred basis or otherwise. (b) Each Option and SAR was validly and properly approved by As of the Board close of Directors (or a duly authorized committee or subcommittee thereof)business on August 8, was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied2002, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All there were outstanding Stock Options, SARs Warrants and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or Convertible Notes to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any 3,716,456 shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forthprices, as of the date of this Agreementcase may be, (i) for each Subsidiary of on a per share basis lower than the CompanyMerger Consideration, and the name of such Subsidiary, together with the jurisdiction of organization weighted average exercise or incorporationconversion price, as the case may be, of such Subsidiary Stock Options, Warrants and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyConvertible Notes was equal to $1.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 100,000,000 (a) 475,000,000 shares of Company Parent Common Stock and 6,000,000 (b) 10,000,000 shares of preferred stock, par value $0.001 1.00 per shareshare (“Parent Preferred Stock”). At the close of business on May 13, 2016: (i) 169,747,995 shares of Parent Common Stock were issued and outstanding, which includes undistributed shares of Parent Common Stock held in the Parent’s Amended and Restated 2004 Deferred Compensation Plan for Directors and Select Employees; and (ii) no shares of Parent Preferred Stock were issued and outstanding; (iii) an aggregate of 5,135,291 shares of Parent Common Stock were available for future equity award grants pursuant to Parent’s Amended and Restated 2005 Equity-Based Incentive Compensation Plan (the “2005 Parent Plan”); and (iv) there was no Voting Debt. As of May 13, 2016: (i) unvested equity awards (consisting of, restricted stock units and performance share units) in the aggregate amount of 1,479,987 shares of Parent Common Stock were held by the Parent’s directors, officers and other employees pursuant to the 2005 Parent Plan; and (ii) 1,379,173 stock appreciation rights with a weighted average strike price of $64.79 were outstanding (such stock appreciation rights being anti-dilutive as of the date hereof). All outstanding shares of Parent Common Stock are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been, and the Parent Common Stock to be issued pursuant to this Agreement, when issued, will be, issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the close of business on June 25May 13, 20102016, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (i) 40,403,163 shares of Company Common Stock were issued and outstandingthe exercise, (ii) no shares of preferred stock were outstandingconversion, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether purchase, exchange or not exercisable as of such dateother similar price thereof), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) capital stock of the Disclosure Schedule sets forth an accurate and complete list Subsidiaries of the Options and SARs outstanding as of June 25Parent that are owned by Parent, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee direct or subcommittee thereof)indirect wholly-owned Subsidiary of Parent, was granted in compliance in are free and clear of all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently appliedEncumbrances, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grantother than Permitted Encumbrances. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.25.2, as and except for stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are outstanding: (1) no shares of capital stock, Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of capital stock, Voting Debt or other voting securities of Parent, and (3) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Other than the Voting Agreement, there are not any stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of the capital stock of Parent or the Company. As of the date of this Agreement, the Company Parent has no (ix) outstanding material joint venture or other similar material equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2 of the Parent Disclosure Letter. The authorized capital stock or securities convertible into or exchangeable for any of Merger Sub consists of 100 shares of its equity securitiescommon stock, or any outstanding rights to subscribe for or to purchase any par value $.01 per share, all of which shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, paid and nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyParent.

Capital Structure. (a) 3.4.1. The authorized capital stock of WSI as of the Company date of this Agreement consists of 100,000,000 (i) 166,666,666 shares of Company WSI Common Stock Stock, par value $0.01 per share and 6,000,000 (ii) 5,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“WSI Preferred Stock”). 3.4.2. As of the close of business on June 25, 2010, the day prior to the date hereof: (i) 40,403,163 46,253,107 shares of Company WSI Common Stock were issued and outstanding, ; (ii) no shares of preferred stock WSI Preferred Stock were issued or outstanding, ; (iii) an aggregate of 1,810,167 no shares of Company WSI Common Stock were issuable upon exercise held in the treasury of then outstanding Options and SARs (whether or not exercisable as of such date), and WSI; (iv) 939,570 RSUs 2,262,191 shares of WSI Common Stock were outstanding. In addition duly reserved for future issuance pursuant to WSI Stock Awards; and (v) 2,804,694 shares of WSI Common Stock were duly reserved for future issuance pursuant to the shares exercise of Company Common Stock referred to in clauses (i), (iii) and (iv)WSI Warrants. Except as described above, as of the close of business on June 25the day prior to the date hereof, 2010, 3,472,973 there were no shares of Company Common Stock were available voting or non-voting capital stock, equity interests or other equity securities of WSI authorized, issued, reserved for additional grants under the Company Stock Plansissuance or otherwise outstanding. 3.4.3. All of the outstanding shares of Company WSI Common Stock are validly are, and all shares which may be issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common pursuant to the WSI Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs restricted stock units granted pursuant to the WSI Stock Plans (“WSI RSUs”) and RSUsthe WSI Warrants will be, will upon issuance be when issued against payment therefor in accordance with the terms thereof, duly authorized, validly issued and outstandingissued, fully paid and non-assessable assessable, and free not subject to, or issued in violation of, any preemptive, subscription or any kind of preemptive similar rights. Section 3.2(a) WSI has no outstanding shares of the Disclosure Schedule sets forth an accurate and complete list WSI Common Stock that are subject to a right of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereofrepurchase. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and 3.4.4. There are no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness of WSI having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company WSI may vote. Except as described in Schedule 3.4 hereto, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which WSI is a party or bound obligating WSI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting or equity securities of WSI or obligating WSI to issue, grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking relating to the issuance of any such shares of capital stock or other voting or equity securities of WSI. 3.4.5. Schedule 3.4 hereto contains a complete and correct list of all WSI Stock Options, WSI RSUs and WSI Warrants outstanding as of the date hereof, including the number of underlying securities and applicable strike prices (in each case in the aggregate amounts shown). The Company is not subject WSI Disclosure Letter will contain a complete and correct list of the holders of all WSI Stock Options, WSI RSUs and WSI Warrants outstanding as of the date specified therein, including: (i) the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) all other material terms, including any terms regarding the acceleration of vesting. 3.4.6. All of the issued and outstanding shares of WSI Common Stock and all of the issued and outstanding WSI Warrants, WSI Stock Options and WSI RSUs were issued in material compliance with all applicable securities Laws. 3.4.7. Except as disclosed in Section 3.4.7 of the WSI Disclosure Letter, there are no outstanding contractual obligations of WSI to any obligation to repurchase repurchase, redeem or otherwise acquire any shares of its equity securities or any convertible securities, rights capital stock (or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 warrants to the date of this Agreement, the Company has not (iacquire any such shares) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other security or equity securities interests of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company)WSI. There are no subscriptions, options, warrants, stock-appreciation rights, callssecurity-based performance units, contractsphantom stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of WSI or any of its Subsidiaries or assets or calculated in accordance therewith of WSI or to cause WSI or any of its Subsidiaries to file a registration statement under securities Laws, or which otherwise relate to the registration of any securities of WSI or any of its Subsidiaries. 3.4.8. Other than the voting agreements referred to in the Recitals, there are no voting trusts, proxies or other arrangements agreements, commitments or understandings to which the Company WSI or any of its Subsidiaries or, to WSI’s Knowledge, any of the stockholders of WSI, is a party (other than with the Company or by which any of its Subsidiaries) relating them is bound with respect to the issuance, saleholding, votingacquisition, transfer, ownership voting or other rights with respect to disposition of any shares of capital stock or other security or equity securities interest of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company WSI or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock 175,000,000 Shares and 6,000,000 25,000,000 shares of preferred stock, par value $0.001 per share0.01 (the “Company Preferred Stock” and, together with the Shares, the “Company Capital Stock”). As of At the close of business on June 25September 5, 20102018, (i) 40,403,163 shares of Company Common Stock 36,968,909 Shares were issued and outstanding, (ii) no shares of preferred stock Company Preferred Stock were issued and outstanding, (iii) an aggregate of 1,810,167 shares of no Shares were held by the Company Common in its treasury, (iv) 3,804,345 Shares were reserved and available for issuance pursuant to the Company Stock were Plan, including (A) 602,763 Shares issuable upon exercise vesting or settlement of then outstanding Options and SARs Company RSUs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iiivested) and (ivB) 579,083 Shares issuable upon vesting or settlement of outstanding Company PSUs (whether or not vested) and (v) 1,000,000 Shares were reserved for issuance pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP”). Except as set forth in this Section 3.3(a), as of at the close of business on June 25September 5, 20102018, 3,472,973 no shares of Company Common Stock were available for additional grants under capital stock or voting securities of, or other equity interests in, the Company Stock Planswere issued, reserved for issuance or outstanding. All From the close of the outstanding shares of Company Common Stock are validly issued and outstandingbusiness on September 5, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject 2018 to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, there have been no issuances by the Company has no (i) outstanding of shares of capital stock or voting securities convertible into or exchangeable for any shares of its equity securitiesof, or any outstanding rights to subscribe for or to purchase any shares of its other equity securitiesinterests in, or any outstanding options for the purchase thereofCompany, (ii) any agreements providing for other than the issuance of Shares upon the vesting or settlement of Company RSUs or Company PSUs, in each case outstanding at the close of business on September 5, 2018 and in accordance with their terms in effect at such time. (b) All outstanding shares of Company Capital Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise or vesting of the Company RSUs or Company PSUs will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any equity securities purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws, any Contract to which the Company is a party or otherwise bound, or by applicable Law. Except as set forth above in this Section 3.3 there are no issued, reserved for issuance or outstanding, and there are no outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of the Company or securities convertible into any Company Subsidiary or exchangeable for any equity securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (iiiy) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (z) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of the capital stock of the Company or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary. Other than (1) the withholding of Shares to satisfy Tax obligations with respect to awards granted pursuant to the Company Stock Plan and (2) the acquisition by the Company of awards granted pursuant to the Company Stock Plan in connection with the forfeiture of such awards, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. There are no bonds, debentures, notes or other indebtedness Indebtedness of the Company having the right to vote (or convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders of the Company may vote. The vote (collectively, “Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereofVoting Debt”). From June 25, 2010 to the date of Other than as contemplated by this Agreement, neither the Company has not (i) issued nor any shares of the Company Common Stock except in connection Subsidiaries nor any of the Company’s stockholders is a party to any voting agreement with respect to the conversion, exercise or settlement voting of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or voting securities of, or other equity securities of each Subsidiary interests in, the Company. Neither the Company nor any of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of Subsidiaries is a party to any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries. (c) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock Shares. (d) Neither the Company nor any Company Subsidiary or other equity security associates (as defined in Section 203 of the CompanyDGCL) owns, or has owned at any time within the past three (3) years, any shares of Parent Common Stock.

Capital Structure. (a) The authorized capital stock of the Company Parent consists of 100,000,000 shares of Company Common Stock and 6,000,000 shares of preferred stock25,000,000 ordinary shares, par value $0.001 NIS 1.00 per share. As of the close of business on June 25February 28, 20102005, (i) 40,403,163 17,655,584 shares of Company Parent Common Stock were are issued and outstanding, and (ii) no shares of preferred treasury stock are outstanding. (b) As of the date of this Agreement and regarding options to purchase shares of Parent Common Stock (each a “Parent Option”) under Parent’s First 1998 Share Option Plan (“First Parent 1998 Plan”), Parent’s Second 1998 Share Option Plan, as amended (“Second Parent 1998 Plan”), and the Parent 2004 Share Option Plan (“2004 Share Option Plan”) and, collectively with the First Parent 1998 Plan, and Second Parent 1998 Plan, the “Parent Stock Plans”): (i) Parent has reserved 300,000 shares of Parent Common Stock for issuance pursuant to outstanding options granted under the First Parent 1998 Plan (which has been terminated with respect to any future issuance), all of which have been exercised, and no other shares remain available for issuance thereunder; (ii) Parent has reserved 5,000,000 shares of Parent Common Stock for issuance to employees, consultants and directors pursuant to the Second Parent 1998 Plan, of which 609,600 were outstandingavailable for future grants as of February 28, 2005; and (iii) an aggregate of 1,810,167 Parent has reserved 2,000,000 shares of Company Parent Common Stock were issuable upon exercise for issuance to employees, directors and consultants pursuant to 2004 Share Option Plan, of then outstanding Options and SARs (whether or not exercisable as of such date)which, and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock 1,400,000 were available for additional future grants as of February 28, 2005. (c) All outstanding shares of Parent’s capital stock were duly authorized, validly issued, and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the Company Stock Plansany provision of Israeli Companies Law – 1999, Parent’s Articles of Association, Memorandum of Association or any Contract to which Parent is a party or otherwise bound. All None of the outstanding shares of Company Common Stock are validly Parent’s capital stock has been issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance violation of any equity federal, state or Israeli securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stocklaws. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (ai) The authorized share capital stock of the Company Parent consists of 100,000,000 600,000,000 Parent Common Shares, 2,000,000 shares of Company Common Stock and 6,000,000 shares of preferred stockSeries Preferred Stock, par value $0.001 1.00 per shareshare (the “Parent Series Preferred Shares”) and 891,256 shares of $1.20 Convertible Preference Stock, par value $10.00 per share (the “Parent Convertible Preferred Shares”). As of At the close of business on June 25November 23, 2010, 2020 (ithe “Parent Measurement Date”), (A) 40,403,163 shares of Company 240,598,825 Parent Common Stock Shares were issued and outstanding, (iiB) 53,039,300 Parent Common Shares were held by Parent in its treasury, (C) no shares of preferred stock Parent Series Preferred Shares or Parent Convertible Preferred Shares were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company (D) 53,039,300 Parent Common Stock Shares were subject to issuance under the Company Stock Planspursuant to outstanding Parent Options and (E) 285,264 Parent Common Shares were subject to issuance pursuant to Parent RSU Awards, including outstanding Options(F) 553,093 Parent Common Shares were subject to issuance pursuant to Parent PSU Awards (assuming satisfaction of any performance vesting conditions at target levels), SARs and RSUs, will upon issuance be validly (G) no Parent Restricted Shares were issued and outstandingoutstanding and (H) 201,093 Parent Common Shares were subject to issuance pursuant to Parent DSU Awards. (ii) All issued and outstanding shares of capital stock of Parent are, and all shares of capital stock of Parent that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and free of not subject to preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of 4.2(c) and except for changes since the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for Parent Measurement Date resulting from the issuance of any equity securities Parent Common Shares pursuant to Parent RSU Awards, Parent PSU Awards, Parent DSU Awards or any stock Parent Options and awards of Parent Restricted Shares, or securities convertible into or exchangeable for any equity securities of the Company or as expressly permitted by Section 5.1(b)(iii), (iiiA) there are not issued and outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to votex) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity voting securities of Parent, (y) any Subsidiary securities of Parent, Merger Sub or any other subsidiaries of Parent convertible into or exchangeable or exercisable for, or based upon the value of, shares of capital stock or voting securities of Parent or (z) any warrants, calls, options or other rights to acquire from Parent, Merger Sub or any other subsidiaries of Parent (including any subsidiary trust), or obligations of Parent, Merger Sub or any other subsidiaries of Parent to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for, or based upon the value of, capital stock or voting securities of Parent, and (B) there are no outstanding obligations of Parent, Merger Sub or any other subsidiaries of Parent to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. (iii) There are no voting trusts or other agreements or understandings to which Parent, Merger Sub or any other subsidiaries of Parent is a party with respect to the voting of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security interest of the CompanyParent, Merger Sub or other subsidiaries of Parent. None of Parent, Merger Sub or any other subsidiaries of Parent has granted any preemptive rights, anti-dilutive rights or rights of first refusal, registration rights or similar rights with respect to its shares of capital stock (as applicable) that are in effect.

Capital Structure. (aA) The authorized capital stock of the Company consists of 100,000,000 (i) 50,000,000 shares of Company Common Stock common stock ("COMMON STOCK") of which 17,190,551 shares are issued and 6,000,000 outstanding, and (ii) 50,000,000 shares of preferred stockPreferred Stock ("PREFERRED STOCK"), par value $0.001 per shareof which 4,550,000 have been designated as Series A Preferred Stock ("SERIES A PREFERRED STOCK"), of which 4,455,904 are issued and outstanding, and 4,000,000 which have been designated as Series B Preferred Stock, of which none are issued and outstanding. As of the close of business on June 25date hereof, 2010, (i) 40,403,163 3,982,460 shares of Company Common Stock were issued are reserved for issuance upon the exercise of outstanding employee stock options under the Zing Wireless, Inc. Stock Plan adopted May 10, 2000 ( the "STOCK PLAN") and outstanding, (ii) no options for 3,982,460 shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise have been granted and remain outstanding under the Stock Plan ("COMPANY OPTIONS"). There are no other outstanding options, warrants, rights or other securities convertible into or exercisable for any equity securities of then the Company issued or outstanding Options and SARs (whether or not exercisable as no Company Securities are held by Company in its treasury. All Company Securities and any other securities of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), outstanding as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under date hereof have been offered and sold by the Company in compliance with all applicable federal and state securities laws and are set forth on Schedule 1.4(a). True and complete copies of the Stock Plans. Plan and the forms of any other instruments setting forth the rights of all Company securities as of the date hereof have been delivered to Parent or its counsel. (B) All of the outstanding shares of Company Common Stock Shares are duly authorized, validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstandingissued, fully paid and non-assessable and free of not subject to preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25rights created by statute, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved 's Articles of Incorporation or Bylaws or any “back dating,” “forward dating” or similar practices with respect agreement to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option is a party or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has bound. There are no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having indebtedness, issued or outstanding which (i) have the right to vote (or convertible or exercisable into or exchangeable for securities having the right to vote) with holders of Common Stock or Preferred Stock on any matters on which stockholders matter, or (ii) are or will become entitled to receive any payment as a result of the execution of this Agreement or the completion of the transactions contemplated hereby. There are no options, warrants, calls or other rights (including subscription rights or registration rights), agreements, proxies, voting rights agreements, voting trusts, arrangements or commitments of any character, presently outstanding, which (i) obligate the Company may vote. The to issue, deliver or sell shares of its capital stock or debt securities, (ii) obligate the Company is not subject to grant, extend or enter into any obligation such option, warrant, call or other such right, agreement, arrangement or commitment, (iii) obligate the Company to repurchase repurchase, redeem or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 (iv) relate to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of unissued capital stock of, or other equity securities of each Subsidiary of the Company are validly issuedinterests in, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of (i) 100,000,000 shares of Parent Common Stock and (ii) 3,000,000 shares of Parent Preferred Stock. At the close of business on December 7, 2023: (A) 1,248,969 shares of Parent Common Stock were issued and 1,248,918 shares of Parent Common Stock were outstanding; (B) 0 shares of Parent Preferred Stock were issued and 0 shares of Parent Preferred Stock were outstanding; (C) ) 1,114 shares of Company Common Stock were reserved and 6,000,000 available for issuance pursuant to the Company 2017 Equity Incentive Plan; (D) 44,459 shares of preferred Company Common Stock were reserved and available for issuance pursuant to the Company’s 2021 Omnibus Equity Incentive Plan; (E) 173,557 shares of Company Common Stock were reserved for issuance in connection with the July 2023 secured promissory note; and (F) 1,261,882 shares of Company Common Stock were reserved for issuance in connection with the exercise of the Company Warrants. Except as set forth in this Section 5.2, at the close of business on December 7, 2023, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Common Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws and other applicable Law, the Delaware General Corporation Law and the Organizational Documents of Parent. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in any applicable contracts of Parent or its Subsidiaries. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock, par value $0.001 per sharemembership interests, partnership interests or other equity interests, as applicable, of the Subsidiaries of Parent, including Merger Sub, free and clear of all Liens, other than Permitted Liens. As of the close of business on June 25September 30, 20102023, except as set forth in this Section 5.2, there is or are no outstanding: (i) 40,403,163 shares of Company Common Stock were issued and outstanding, Parent Capital Stock; (ii) no shares of preferred stock were outstanding, Voting Debt; (iii) an aggregate securities of 1,810,167 Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Company Common Parent Capital Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and Voting Debt; (iv) 939,570 RSUs were outstanding. In addition contractual obligations of Parent or any Subsidiary of Parent to the repurchase, redeem or otherwise acquire any shares of Company Common Parent Capital Stock referred to or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, except as set forth in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a5.2(b) of the Parent Disclosure Schedule sets forth an accurate and complete list Letter; or (v) subscriptions, options, warrants, calls, puts, rights of the Options and SARs outstanding as of June 25, 2010 and the exercise first refusal or base prices thereof. other rights (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereofincluding preemptive rights), was granted commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently appliedany case, and obligating Parent or any Subsidiary of Parent to (1) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (2) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no such grants involved any “back dating,” “forward dating” shareholder agreements, voting trusts or similar practices with respect other agreements to which Parent is a party or by which it is bound relating to the effective date voting of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms any shares of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial StatementsParent Capital Stock. (c) Except as otherwise set forth in this Section 3.2, as As of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities all of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders capital stock of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) Merger Sub are validly issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stockand fully paid and are wholly-owned by Parent. (d) All of dividends or other distributions on the outstanding shares of capital stock Parent Capital Stock and any material dividends or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of distributions on any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of Parent which have been authorized or declared prior to the Company, including any right of conversion date hereof have been paid in full (except to the extent such dividends or exchange under any outstanding securities, instrument or agreementdistributions have been declared and are not yet due and payable). Section 3.2(d) of the Disclosure Schedule sets forth, as As of the date of this Agreement, (i) for each except as disclosed in the Parent SEC Documents, there are no declared and unpaid dividends or other distributions with respect to any shares of Parent Capital Stock or declared and unpaid material dividends with respect to any securities of any Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the CompanyParent.

Capital Structure. (a) The authorized stock of Parent consists of 120,000,000 shares of Common Stock, of which 18,270,009 shares were issued and outstanding as of January 2, 2001, and 10,000,000 shares of Preferred Stock, none of which is issued or outstanding. The authorized capital stock of the Company Merger Sub consists of 100,000,000 1,000 shares of Company Common Stock and 6,000,000 Stock, 1,000 shares of preferred stock, par value $0.001 per share. As of the close of business on June 25, 2010, (i) 40,403,163 shares of Company Common Stock were issued and outstanding, (ii) no shares of preferred stock were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv)which, as of the close of business on June 25date hereof, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plansare issued and outstanding and are held by Parent. All of the such shares have been duly authorized, and all such issued and outstanding shares of Company Common Stock have been validly issued, are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and are free of preemptive rightsany liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. Section 3.2(a) The outstanding stock of the Disclosure Schedule sets forth an accurate Merger Sub is free of liens and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereofencumbrances. (b) Each Option The shares of Parent Common Stock to be issued pursuant to the Merger, when issued, will be duly authorized, validly issued, fully paid, non-assessable and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted issued in compliance with applicable federal and state securities laws. 3.5 SEC Documents; Parent Financial Statements. Parent has furnished or made available to Company true and complete copies of all reports or registration statements filed by it with the Securities and Exchange Commission (the "SEC") since July 18, 2000, all in the form so filed (all material respects with all applicable legal requirements and was recorded on of the Company’s financial statements in accordance with GAAP consistently appliedforegoing being collectively referred to as the "SEC Documents"). As of their respective filing dates, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance SEC Documents complied in all material respects with the terms requirements of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options Securities Act of 1933 (the "Securities Act") or SARs at an exercise or base price that represents a discount from the fair market value Securities Exchange Act of 1934 (the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c"Exchange Act") Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. Except as disclosed on Schedule 3.5 (a), since the date of filing of any SEC Document, no material event or material fact has occurred with respect to Parent and/or Merger Sub of a nature that would have been required to be disclosed in any SEC Documents, if such event or material fact had occurred prior to the date of such Subsidiary filing. The financial statements of Parent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and (ii) for each Subsidiary with the published rules and regulations of the Company that is not whollySEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-owned by Q of the CompanySEC) and present fairly the consolidated financial position of Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments). There has been no change in Parent accounting policies except as described in the notes to the Parent Financial Statements; provided, however, the percentage of equity of such Subsidiary owned by the Company Parent may have restated or any of its Subsidiaries. No Subsidiary may restate one or more of the Parent Financial Statements to reflect acquisitions entered into subsequent to the respective dates thereof. Parent has provided Company owns with a full and complete copy of any share of capital stock amendments or other equity security restatements of the CompanyParent Financial Statements.

Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company Parent consists of 100,000,000 50,000,000 shares of Company Parent Common Stock and 6,000,000 shares of preferred stockStock, par value $0.001 .01 per share. As , and 5,000,000 shares of Preferred Stock, without par value (the "Parent Preferred Stock"); provided, however, that if Parent's shareholders, at or prior to the "Parent Shareholder Meeting" (as defined in Section 5.1), approve an amendment to Parent's Articles of Incorporation which increases the authorized capital stock of Parent, then the authorized capital stock as of the close Effective Time will be as so increased. At June 12, 1998 (except with respect to the representation and warranty made in subsection (v) below, which is made as of business on June 25, 2010the date hereof), (i) 40,403,163 34,253,368 shares of Company Parent Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights or rights of first refusal, (ii) no shares of preferred stock Parent Common Stock were outstandingheld in the treasury of Parent or by the Subsidiaries of Parent, (iii) an aggregate of 1,810,167 5,250,000 shares of Company Parent Common Stock originally were reserved for future issuance, and of such shares, 3,017,284 are reserved for future issuance as of June 12, 1998, pursuant to Parent's 1991 Employees' Stock Option and Stock Appreciation Rights Plan, as amended, the 1996 Employees' Stock Incentive Plan, as amended, and 1996 Directors' Stock Option Plan (collectively, the "Parent Option Plans"), (iv) 50,000 shares of Parent Common Stock were issuable upon exercise of then outstanding Options reserved for issuance pursuant to the Warrant Agreement between Parent and SARs ▇▇▇▇▇▇▇ Financial Services, L.P. (whether or not exercisable as of such datethe "▇▇▇▇▇▇▇ Warrant"), and (ivv) 939,570 RSUs were outstanding. In addition to the 6,816,420 shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Parent Common Stock were available reserved for additional grants under issuance pursuant to the Stock Option Agreement, of even date herewith, between Parent and Company (the "Parent Stock PlansOption Agreement"). No shares of Parent Preferred Stock are outstanding. All of the outstanding shares of Parent Common Stock issuable in exchange for Company Common Stock are validly issued and outstanding, fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject to issuance under at the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements Effective Time in accordance with GAAP consistently appliedthis Agreement will be, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has no (i) outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or (iii) outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly when so issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.duly 6

Capital Structure. (a) The authorized capital stock of the Company Parent consists of 100,000,000 [ ] shares of Company common stock, par value $0.01 per share (“Parent Common Stock Stock”), and 6,000,000 [ ] shares of preferred stock, par value $0.001 0.01 per share, of which 100,000 shares have been designated Class A preferred stock and 200,000 shares have been designated Class B preferred stock (collectively, the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). As of At the close of business on June 25[ ], 20102012, (i) 40,403,163 [ ] shares of Company Parent Common Stock were issued and outstanding, (ii) no shares of preferred stock Parent Preferred Stock were outstanding, issued and outstanding and (iii) an aggregate of 1,810,167 [ ] shares of Company Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plans, including (A) [ ] shares of Parent Common Stock issuable upon the exercise of then outstanding Parent Stock Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (ipresently exercisable), (iiiB) [ ] shares of Parent Common Stock issuable upon vesting of outstanding Parent RSUs and (ivC) [ ] shares of Parent Common Stock issuable upon vesting of outstanding incentive stock plan units of Parent (the “Parent ISPUs”). Except as set forth in this Section 3.03(a), as of at the close of business on June 25[ ], 20102012, 3,472,973 no shares of Company Common Stock capital stock or voting securities of, or other equity interests in, Parent were available issued, reserved for additional grants under issuance or outstanding. From the Company Stock Plans. All close of the outstanding shares of Company Common Stock are validly issued and outstandingbusiness on [ ], fully paid and non assessable and free of preemptive rights. All shares of Company Common Stock subject 2012 to issuance under the Company Stock Plans, including outstanding Options, SARs and RSUs, will upon issuance be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights. Section 3.2(a) of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were granted. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as of the date of this Agreement, the Company has there have been no (i) outstanding issuances by Parent of shares of capital stock or voting securities of, or other equity interests in, Parent other than the issuance of Parent Common Stock upon the exercise of Parent Stock Options outstanding at the close of business on [ ], 2012. (b) All outstanding shares of Parent Capital Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise or vesting of Parent Stock Options, Parent RSUs or Parent ISPUs will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the North Carolina Business Corporation Act (the “NCBCA”), the Parent Articles, the Parent By-laws or any Contract to which Parent is a party or otherwise bound. The shares of Parent Common Stock to be issued in connection with the Pending Offer or constituting the Merger Consideration will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the NCBCA, the Parent Articles, the Parent By-laws or any Contract to which Parent is a party or otherwise bound. Except as set forth above in this Section 3.03 or pursuant to the terms of the Pending Offer or this Agreement, there are no issued, reserved for issuance or outstanding, and there are no outstanding obligations of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Parent or any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, (y) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, or any other obligation of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, or (z) any rights issued by or other obligations of Parent or any Parent Subsidiary that are linked in any way to the price of any class of Parent Capital Stock or any shares of its equity securitiescapital stock of any Parent Subsidiary, the value of Parent, any Parent Subsidiary or any outstanding rights to subscribe for part of Parent or to purchase any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of its equity securities, capital stock of Parent or any outstanding options for Parent Subsidiary. Other than (1) the purchase acquisition by Parent of shares of Parent Common Stock in connection with the surrender of shares of Parent Common Stock by holders of Parent Stock Options in order to pay the exercise price thereof, (ii2) the withholding of shares of Parent Common Stock to satisfy tax obligations with respect to awards granted pursuant to the Parent Stock Plans and (3) the acquisition by Parent of awards granted pursuant to the Parent Stock Plans in connection with the forfeiture of such awards, there are not any agreements providing for outstanding obligations of Parent or any of the issuance Parent Subsidiaries to repurchase, redeem or otherwise acquire any shares of any equity capital stock or voting securities or other equity interests of Parent or any stock Parent Subsidiary or securities convertible into any securities, interests, warrants, calls, options or exchangeable for any equity securities other rights referred to in clause (x), (y) or (z) of the Company or (iii) outstanding immediately preceding sentence. There are no bonds, debentures, notes or other indebtedness Indebtedness of Parent having the right to vote (or convertible into into, or exchangeable for for, securities having the right to vote) on any matters on which stockholders shareholders of Parent may vote (“Parent Voting Debt”). Neither Parent nor any of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Company Common Stock. (d) All of the outstanding shares of capital stock or other equity securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any pledges, liens, charges, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements to which the Company or any of its Parent Subsidiaries is a party (to any voting agreement with respect to the voting of any capital stock or voting securities of, or other than with equity interests in, Parent. Except for this Agreement, neither Parent nor any of the Company Parent Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Parent or any of its the Parent Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Company.

Capital Structure. (a) The As of the Effective Time, the authorized capital stock of the Company consists Parent will consist of 100,000,000 500,000,000 shares of Company Parent Common Stock and 6,000,000 50,000,000 shares of preferred stockPreferred Stock, par value $0.001 1.00 per shareshare (the "Parent Preferred Stock"). As of At the close of business on June 25October 24, 20101997, (i) 40,403,163 61,762,302 shares of Company Parent Common Stock were issued and outstanding, (ii) no shares all of preferred stock which were outstanding, (iii) an aggregate of 1,810,167 shares of Company Common Stock were issuable upon exercise of then outstanding Options and SARs (whether or not exercisable as of such date), and (iv) 939,570 RSUs were outstanding. In addition to the shares of Company Common Stock referred to in clauses (i), (iii) and (iv), as of the close of business on June 25, 2010, 3,472,973 shares of Company Common Stock were available for additional grants under the Company Stock Plans. All of the outstanding shares of Company Common Stock are validly issued and outstandingissued, fully paid and non assessable nonassessable and free of preemptive rights; (ii) 4,811,248 shares of Parent Common Stock were reserved for future issuance pursuant to Parent's 1994 Long-Term Incentive Plan, the 1987 Stock Option Plan, the 1997 Stock-Based Incentive Plan and the Parisian Stock Option Plans (the "Parent Stock Plans"); (iii) 645,036 shares of Parent Common Stock were reserved for future issuance pursuant to Parent's 1994 Employee Stock Purchase Plan; and (iv) no shares of Parent Preferred Stock were issued or outstanding. All of the shares of Parent Common Stock issuable in exchange for Company Common Stock subject to issuance under at the Company Stock PlansEffective Time in accordance with this Agreement will be, including outstanding Optionswhen so issued, SARs and RSUsduly authorized, will upon issuance be validly issued and outstandingissued, fully paid and non-assessable and nonassessable, free of preemptive rights. Section 3.2(a) rights and be entitled to the benefits of the Disclosure Schedule sets forth an accurate and complete list of the Options and SARs outstanding as of June 25, 2010 and the exercise or base prices thereof. (b) Each Option and SAR was validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof), was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with GAAP consistently applied, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Options, SARs and RSUs are in compliance in all material respects with Parent Rights Plan under the terms of the applicable Company Stock Plan under which such Options, SARs and RSUs were grantedthereof. The Company has not granted any Options or SARs at an exercise or base price that represents a discount from the fair market value of the Company Common Stock underlying such Option or SAR on the date of grant and the Company has disclosed any re-pricing of Options or SARs in the Company Financial Statements. (c) Except as otherwise set forth in this Section 3.2, as As of the date of this Agreement, except for (a) this Agreement, (b) stock options covering not in excess of 4,196,248 shares of Parent Common Stock (collectively, the Company has "Parent Stock Options"), (c) the 1994 Employee Stock Purchase Plan, (d) contingent stock grants of 615,000 shares of Parent Common Stock to key executives, and (e) securities issuable pursuant to the stock purchase rights declared as a dividend on March 28, 1995 (the "Parent Rights") and the rights agreement dated as of March 28, 1995 between Parent and Union Planters National Bank (the "Parent Rights Agreement") ( the Parent Rights and the Parent Rights Agreement are collectively the "Parent Rights Plan"), there are no (i) outstanding options, warrants, calls, rights or agreements to which Parent or any of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Parent or any of its Subsidiaries, or securities convertible into or exchangeable for such capital stock, or obligating Parent or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Except as disclosed in Parent SEC Documents filed prior to the date hereof (as hereinafter defined), since October 24, 1997, Parent has not issued any shares of its equity securitiescapital stock, or any outstanding rights to subscribe for or to purchase any shares of its equity securities, or any outstanding options for the purchase thereof, (ii) any agreements providing for the issuance of any equity securities or any stock or securities convertible into or exchangeable for such capital stock, other than shares issued in the ordinary course pursuant to the Parent Stock Plans and the accompanying rights issued pursuant to the Parent Rights Agreement. Except as disclosed in Parent SEC Documents filed prior to the date hereof, there are no outstanding contractual obligations of Parent or any equity securities of Parent's Subsidiaries (i) restricting the Company or transfer of, (ii) affecting the voting rights of, (iii) outstanding bondsrequiring the repurchase, debenturesredemption or disposition of, notes (iv) requiring the registration for sale of, or other indebtedness having the (v) granting any preemptive or antidilutive right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote. The Company is not subject to any obligation to repurchase or otherwise acquire with respect to, any shares of its equity securities Parent Common Stock or any convertible securities, rights or options of the type described in the preceding sentence (other than the acquisition of Company Common Stock, Options, SARs or RSUs upon the exercise, settlement or forfeiture thereof). From June 25, 2010 to the date of this Agreement, the Company has not (i) issued any shares of Company Common Stock except in connection with the conversion, exercise or settlement capital stock of any Options or RSUs or (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares Subsidiary of its Company Common Stock. (d) All of the Parent. Each outstanding shares share of capital stock or other equity securities of each Subsidiary of the Company are Parent is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and are and, except as disclosed in the Parent SEC Documents filed prior to the date hereof, each such share is owned directly by Parent or indirectly by the Company another Subsidiary of Parent, free and clear of any pledgesall security interests, liens, chargesclaims, mortgages, encumbrances and securities interests (“Liens”) (other than Liens arising by operation of Law, under securities Laws or under the organizational documents applicable to such Subsidiary of the Company). There are no subscriptionspledges, options, warrantsrights of first refusal, agreements, limitations on voting rights, calls, contracts, voting trusts, proxies or charges and other arrangements to which the Company or any of its Subsidiaries is a party (other than with the Company or any of its Subsidiaries) relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock or other equity securities encumbrances of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Section 3.2(d) of the Disclosure Schedule sets forth, as of the date of this Agreement, (i) for each Subsidiary of the Company, the name of such Subsidiary, together with the jurisdiction of organization or incorporation, as the case may be, of such Subsidiary and (ii) for each Subsidiary of the Company that is not wholly-owned by the Company, the percentage of equity of such Subsidiary owned by the Company or any of its Subsidiaries. No Subsidiary of the Company owns any share of capital stock or other equity security of the Companynature whatsoever.