Common use of Capital Structure Clause in Contracts

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the authorized capital stock of Oryx consisted of (A) 250,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company ----------------- consists of (A) 250,000,000 shares of Oryx Common Stock50,000,000 Shares, of which 106,233,579 shares 27,554,547 Shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise outstanding as of the Oryx Stock Options or available for grant close of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)business on January 14, (B) 7,740,606 1998, 1,000,000 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series Class A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 10.00 per share, none of which no shares were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to outstanding as of the date of this Agreement, there have been no issuances of and 1,000,000 shares of the capital stock Class B Preferred Stock, par value $10.00 per share, of Oryx or any other securities of Oryx other than issuances of which no shares (and accompanying Oryx Rights) pursuant to options or rights were outstanding as of the Oryx Measurement Date date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Benefit Stock Plans (each a "Company Option"), including the -------------- holder (each of Oryxwhom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. All issued and Each of the outstanding shares of the capital stock or other securities of Oryx are each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell 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 a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no class of capital stock is entitled to preemptive rightssecurities or obligations evidencing such rights are authorized, issued or outstanding. There were outstanding as of Except for the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyWarrants, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan WH Options and 1997 Long-Term Incentive Plan (collectivelythe Debentures, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx Company does not have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Oryx which have the right to vote (or convertible into or exercisable for securities having the right to vote vote) with the stockholders of the Company on any matters on which holders of capital stock may vote matter ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as . The Company is ----------- not the beneficial owner of the date of this Agreement, there are no any equity securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any except shares of capital stock of Oryx or any of its the Company's Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Corixa consists of One Hundred Million (A100,000,000) 250,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 0.001 per share, none of which there were Twenty One Million Seventy Three Thousand Eight Hundred and Sixteen (21,073,816) shares issued and outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11October 13, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")2000, and Ten Million (C10,000,000) 15,000,000 shares of Preferred Stock, par value $1.00 0.001 per share, none of which Fifty Thousand (50,000) shares have been designated Series A Preferred Stock and Twelve Thousand Five Hundred (12,500) shares of such Series A Preferred Stock were outstandingissued and outstanding as of October 13, designated or reserved for issuance2000. Since the Oryx Measurement Date to As of the date of this Agreement, there have been are no issuances of other outstanding shares of the capital stock of Oryx or any other voting securities of Oryx Corixa and no outstanding commitments to issue any shares of capital stock or voting securities of Corixa other than issuances of shares (and accompanying Oryx Rights) pursuant to the exercise of options or and purchase rights outstanding as of the Oryx Measurement Date date hereof under the Benefit Plans of Oryx. Amended and Restated 1994 Stock Option Plan, the 1997 Directors' Stock Option Plan and the Corixa 1997 Employee Stock Purchase Plan (such plans being referred to in this Agreement as the "Corixa Equity Plans"). (b) All issued and outstanding shares of the capital stock of Oryx Corixa Common Stock are duly authorized, validly issued, fully paid and nonassessablenonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and no class are not subject to (c) As of capital stock is entitled October 13, 2000, Corixa had reserved (i) Six Million One Hundred Seventy Five Thousand Fifty (6,175,050) shares of Corixa Common Stock for issuance to preemptive rights. There were outstanding as employees, consultants and members of the Oryx Measurement Date no options, warrants or other rights board of directors pursuant to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in Amended and Restated 1994 Stock Option Plan and the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx 1997 Directors' Stock Options") under Oryx's Long-Term Incentive Option Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (zii) the Oryx Debentures. Section 3.2(bOne Hundred Fifty Six Thousand Seven Hundred Thirteen (156,713) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Corixa Common Stock subject for issuance to Oryx employees pursuant to the Corixa 1997 Employee Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwisePurchase Plan. Between October 13, the dates of grant 2000, and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than Corixa has not issued additional shares or granted additional options under the Corixa Equity Plans except pursuant to the Oryx exercise of options outstanding as of October 13, 2000. All outstanding options to purchase Corixa Common Stock Option Agreementhave been duly authorized by the Corixa Board of Directors or a committee thereof, are validly issued, and were issued in compliance with all applicable federal and state securities laws. (d) Except (i) for the rights created pursuant to this Agreement, (ii) No bondsfor or with respect to rights granted under the Corixa Equity Plans, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except for Corixa's right to repurchase any unvested shares under the Corixa Stock Option Plans, and (iv) as otherwise set forth in this Section 3.2(b)3.3, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, agreements or arrangements or undertakings of any kind character to which Oryx Corixa or any Subsidiary of its Subsidiaries Corixa is a party or by which Corixa or any Subsidiary of them Corixa is bound obligating Oryx relating to the issued or unissued capital stock of Corixa or any Subsidiary of its Subsidiaries, directly Corixa or indirectly, obligating Corixa or any Subsidiary of Corixa to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, repurchased or redeemed, any shares of capital stock or other voting securities of Oryx Corixa or any Subsidiary of its Subsidiaries Corixa or obligating Oryx Corixa or any Subsidiary of its Subsidiaries Corixa to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 shares of Oryx Common Stock240,000,000 Shares, of which 106,233,579 shares 116,470,432 Shares were outstanding, 17,468,095 shares were held in outstanding as of the treasury close of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May business on January 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")1998, and (C) 15,000,000 12,000,000 shares of Preferred Stock, par value $1.00 50.00 per shareshare (the "Preferred Shares"), none of which no shares were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date close of business on January 15, 1998. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than Shares reserved for issuance under the Benefit Stock Option Agreement, the Company has no commitments to issue or deliver Shares or Preferred Shares, except that, as of January 15, 1998, there were 10,116,531 Shares subject to issuance pursuant to the Company's Stock Incentive Plan of 1997, Amended and Restated 1993 Stock Plan for Non-Employee Directors, the 1992 Employee Stock Option Plan, Stock Incentive Plan of 1991, Stock Option Plan of 1990, Stock Option Plan of 1987, 1994 Stock Plan for Employees of the Company and Titan Stock Option Plans (the "Company Stock Plans"), 2,400,000 Preferred Shares subject to issuance pursuant to the Amended and Restated Rights Agreement, dated as of OryxMarch 11, 1997, between the Company and The Bank of New York, as Rights Agent (the "Rights Agreement"), and 5,181,588 Shares subject to issuance pursuant to the Company's Zero Coupon Convertible Notes due 2009 (the "Convertible Notes"). All issued The Company Disclosure Letter contains a list, which is complete and accurate in all material respects as of the date specified therein, of each outstanding option to purchase or acquire Shares under each of the Company Stock Plans (each a "Company Option"), including the plan, the holder, date of grant, exercise price and number of Shares subject thereto. Each of the outstanding shares of the capital stock or other securities of Oryx are each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable and owned by the Company or a direct or indirect wholly-owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as described above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell 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 a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no optionssecurities or obligations evidencing such rights are authorized, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Oryx which have the right to vote (or, except as referred to in this subsection (b), convertible into or exercisable for securities having the right to vote vote) with the stockholders of the Company on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstandingmatter. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 50,000,000 shares of Oryx Common Capital Stock and 300,000 shares of Cumulative Preferred Stock. The Common Capital Stock is divided into two series, the Common Stock and the Series B Common Stock, of which 106,233,579 there are 44,000,000 authorized shares of Common Stock and 6,000,000 authorized shares of Series B Common Stock. At the close of business on July 26 2013, (i) 9,684,631 shares of Common Stock were outstandingissued and outstanding (including 48,759 unvested shares under Company Stock-Based Awards), 17,468,095 (ii) 525,489 shares of Common Stock were held in the treasury treasury, (iii) 1,087,865 shares of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares Common Stock were reserved for issuance upon under the conversion Company Stock Plans, (iv) no shares of Oryx's 7Series B Common Stock were outstanding, and (v) no shares of Cumulative Preferred Stock were outstanding. All outstanding shares of Common Stock, when issued in accordance with the terms thereof, were duly authorized, validly issued, fully paid and non-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures"assessable and free of pre-emptive rights and all Liens. Section 5.02(a) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Company Disclosure Schedule sets forth a complete and correct list as of July 26, 2013 of all outstanding Company Stock-Based Awards, Company Stock Options and each right of any kind, contingent or available for grant accrued, to receive shares of Common Stock (other rights to purchase than the Top-Up Option) or receive Oryx benefits measured in whole or in part by the value of a number of shares of Common Stock granted under the Oryx Company Stock Plans, Company Benefit Plans or otherwise (as defined belowincluding restricted stock units, phantom units, deferred stock units and dividend equivalents), (B) 7,740,606 the number of shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to issuable thereunder or with respect thereto and the Rights Agreement dated as of September 11exercise price (if any) and the Company has granted no other such awards since July 26, 1990, between Oryx 2013 and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date prior to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares hereof. (and accompanying Oryx Rightsb) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of, or other equity interests in, each Subsidiary of Oryx the Company are duly authorized, validly issued, fully paid and nonassessablenon-assessable, were not issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights, and no class of capital stock is entitled to preemptive rights. There were outstanding as are owned by the Company or by a wholly owned Subsidiary of the Oryx Measurement Date no optionsCompany, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan free and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) clear of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreementall Liens. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iiic) Except as otherwise set forth in this Section 3.2(b)subsection (a) above, as of the date hereof, (i) the Company does not have any shares of this Agreementits capital stock or other voting securities issued or outstanding other than shares of Common Stock that have become outstanding after July 26, 2013, which were reserved for issuance as of July 26, 2013 as set forth in subsection (a) above with respect to awards outstanding as of such date under Company Stock Plans and (ii) there are no securitiesoutstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, or other similar rights, commitmentsundertakings, agreements, arrangements agreements or undertakings commitments of any kind to which Oryx the Company or any of its the Company’s Subsidiaries is a party or by which any of them is bound obligating Oryx the Company or any of its Subsidiaries, directly or indirectly, the Company’s Subsidiaries to (A) issue, deliver transfer or sell, or cause to be issued, delivered transferred or sold, any shares of capital stock or other voting securities equity interests of Oryx the Company or any Subsidiary of its Subsidiaries the Company or obligating Oryx securities convertible into or any of its Subsidiaries to exchangeable for such shares or equity interests, (B) issue, grant, extend or enter into any such securitysubscription, option, warrant, call, convertible securities or other similar right, commitmentundertaking, agreementagreement or arrangement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to (C) repurchase, redeem or otherwise acquire any such shares of capital stock or other equity interests, (D) provide a material amount of Oryx funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary, or (E) give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stock. Except for the issuance of shares of Common Stock that were reserved for issuance as set forth in subsection (a) above, and from July 26, 2013, to the date hereof, the Company has not declared or paid any dividend or distribution in respect of the Common Stock, and has not issued, sold, repurchased, redeemed or otherwise acquired any Common Stock, and its Board of Directors has not authorized any of the foregoing. (d) Except for awards to acquire or receive shares of Common Stock under a Company Stock Plan, neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (e) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date")date of this Agreement, the authorized capital stock of Oryx consisted Ohm consists of (Ai) 250,000,000 60,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Ohm Common Stock granted under the Oryx Plans and (as defined below), (Bii) 7,740,606 5,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 0.01 per share, none of which were outstanding and 120,000 including 40,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Participating Preferred Stock, par value $1.00 0.01 per shareshare (collectively, none the “Ohm Preferred Stock” and, together with the Ohm Common Stock, the “Ohm Capital Stock”). At the close of which business on the Measurement Date: (A) 19,408,847 shares of Ohm Common Stock were issued and outstanding, designated (B) 1,343,318 Ohm Warrants to purchase 1,343,318 shares of Ohm Common Stock were issued and outstanding, and (C) no shares of Ohm Preferred Stock were issued and outstanding. (b) At the close of business on the Measurement Date, (i) there are (a) 409,433 shares of Ohm Common Stock subject to outstanding Ohm RSU Awards and (b) 446,321 shares of Ohm Common Stock subject to outstanding Ohm PSU Awards, assuming target achievement; and (ii) 1,367,739 shares of Ohm Common Stock remain available for issuance pursuant to Ohm’s 2020 Long Term Incentive Plan (the “Ohm Equity Plan”). (c) As of the close of business on the Measurement Date, except as set forth in this Section 5.2, there are outstanding: (1) no shares of Ohm Capital Stock or reserved any Voting Debt or other voting securities of Ohm; (2) no securities of Ohm or any Subsidiary of Ohm convertible into or exchangeable or exercisable for issuanceshares of Ohm Capital Stock, Voting Debt or other voting securities of Ohm; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Ohm or any Subsidiary of Ohm is a party or by which it is bound in any case obligating Ohm or any Subsidiary of Ohm to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Ohm Capital Stock or any Voting Debt or other voting securities of Ohm, or obligating Ohm or any Subsidiary of Ohm to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. (d) All outstanding shares of Ohm Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. Since the Oryx Measurement Date The Ohm Common Stock to the date of be issued pursuant to this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (when issued, will be validly issued, fully paid and accompanying Oryx Rights) pursuant non-assessable and not subject to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryxpreemptive rights. All issued and outstanding shares of Ohm 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 Ohm Equity Plan). The Ohm 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. All outstanding shares of capital stock or other equity interests of Oryx the Subsidiaries of Ohm are owned by Ohm, or a direct or indirect wholly owned Subsidiary of Ohm, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants all such shares or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") equity ownership interests are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as Schedule 5.2 of the date of this Agreement, there Ohm Disclosure Letter. There are no securities, options, warrants, calls, rights, commitments, not any stockholder agreements, arrangements voting trusts or undertakings of any kind other agreements to which Oryx Ohm or any of its Subsidiaries is a party or by which any of them it is bound obligating Oryx or relating to the voting of any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities equity interest of Oryx Ohm or any of its Subsidiaries or obligating Oryx Subsidiaries. No Subsidiary of Ohm owns any shares of Ohm Common Stock or any other shares of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Ohm Capital Stock. (e) As of the date of this Agreement, there are no outstanding obligations of Oryx or neither Ohm 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 repurchaseconsummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(e) of the Ohm Disclosure Letter. (f) As of the date of this Agreement, redeem or otherwise acquire any shares of the authorized capital stock of Oryx or any Merger Sub consists of its Subsidiaries1,000 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 Ohm. (ivg) No actionAs of the date of this Agreement, consent or approval by any holder Ohm owns all of Oryx Stock Options or Oryx Debentures is required the outstanding equity interests in connection with the actions described in Sections 1.10(a) and 5.13LLC Sub.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date")date hereof, the authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 27,000,000 Shares and 3,000,000 shares of Oryx Common Preferred Stock, par value $.0001 per share ("Company Preferred Stock"), of which 106,233,579 140,000 shares have been designated as "Series A Participating Preferred Stock" (the "Series A Preferred Stock"). (b) At the close of business on July 23, 1999: (i) 12,752,855 Shares were issued and outstanding, 17,468,095 all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) no Shares were held in the treasury of Oryx, 3,001,876 shares were held the Company or by a Subsidiary Subsidiaries of Oryx, 5,111,438 shares the Company; (iv) 422,085 Shares were reserved for issuance upon the conversion exercise of Oryxoutstanding vested and exercisable stock options issued under the Company's 7-1/2% Convertible Subordinated Debentures due May 151995 Stock Option/Stock Issuance Plan, 2014 as amended (the "Oryx DebenturesCompany Stock Option Plan"); (v) 667,779 Shares were reserved for issuance upon the exercise of outstanding unvested stock options issued under the Company Stock Option Plan; (vi) 159,632 Shares were reserved for issuance and 7,135,302 shares unissued pursuant to the Company's Employee Stock Purchase Plan, as amended (the "Company Stock Purchase Plan"); (vii) 80,000 Shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights Warrant dated September 30, 1998 issued to purchase or receive Oryx Common Stock granted under ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the Oryx Plans "▇▇▇▇▇ Warrant"); and (as defined below), (Bviii) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which 45,000 Shares were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon the exercise of the rights Warrant dated September 30, 1998 issued to Alessandro Chiabera (the "Oryx Chiabera Warrant" and, together with the ▇▇▇▇▇ Warrant, the "Warrants"). (c) Section 4.2 of the Company Letter contains a correct and complete list as of the date of this Agreement of each outstanding option to purchase Shares issued under the Company Stock Option Plan (collectively, the "Company Stock Options"), including the holder, date of grant, exercise price and number of shares of Company Common Stock subject thereto and whether the option is vested and exercisable. (d) Except for the Company Stock Options, the Company Stock Purchase Plan, the Warrants, the rights to purchase shares of the Series A Preferred Stock (the "Rights") distributed to the holders of Oryx Common Stock issued pursuant to the Rights Agreement dated as of September 11December 6, 19901996, as amended October 22, 1998 (as so amended, the "Rights Agreement"), between Oryx the Company and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Registrar and Transfer Company), as Rights Agent, as amended and the rights (the "Oryx Rights AgreementCompany Option"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date Parent under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorizedMaster Agreement dated August 10, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list1998, as of the Oryx Measurement Dateamended December 21, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise1998, the dates of grant between Parent and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this AgreementCompany, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which Oryx the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx the Company or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx the Company or any of its Subsidiaries or obligating Oryx the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, right or agreement, arrangement and there are no outstanding contractual rights to which the Company or undertakingany of its Subsidiaries is a party the value of which is based on the value of Shares. As Except as set forth in Section 4.2 of the date of this AgreementCompany Letter, there are no outstanding contractual obligations of Oryx the Company or any of its Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of Oryx or any of its Subsidiariesequity interests in any Subsidiary. (ive) No actionEach outstanding share of capital stock of each Subsidiary of the Company is duly authorized, consent validly issued, fully paid and nonassessable and, except as set forth in Section 4.2 of the Company Letter, each such share is owned by the Company or approval by another Subsidiary of the Company, 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 holder nature whatsoever. (f) The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of Oryx Stock Options which have the right to vote (or Oryx Debentures is required in connection which are convertible into or exercisable for securities having the right to vote) with the actions described in Sections 1.10(a) and 5.13stockholders of the Company on any matter.

Capital Structure. (a) The authorized shares of capital stock of Seller consist of 150,000,000 shares of common stock, $0.01 par value per share, of which 37,929,477 shares are issued and outstanding as of June 30, 1999 (the "Seller Common Shares"), and 10,000,000 shares of preferred stock, $0.01 par value per share, of which 250,000 are issued and outstanding as of the date hereof and are designated as Class A Cumulative Convertible Preferred Stock (the "Seller Preferred Shares"). Since June 30, 1999, no Seller Common Shares have been issued. As of the date hereof, (i) As 2,400,000 Seller Common Shares have been reserved for issuance under the 1994 Stock Incentive Plan of October 8, 1998 Seller (the "Oryx Measurement DateSeller 1994 Incentive Plan"), under which options in respect of 1,690,640 Seller Common Shares have been granted and are outstanding as of the authorized capital stock date hereof, (ii) 150,900 Seller Common Shares have been reserved for issuance under the 1994 Directors Plan of Oryx consisted Seller (the "Seller Director Plan"), under which options in respect of 30,000 Seller Common Shares have been granted and are outstanding on the date hereof, (Aiii) 250,000,000 shares 15,900 Seller Common Shares have been reserved for issuance under the 1997 Supplemental Stock Option Plan of Oryx Seller (the "Seller 1997 Supplemental Plan"), under which options in respect of 9,300 Seller Common StockShares have been granted and are outstanding on the date hereof, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were (iv) 2,072,250 Seller Common Shares are reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15Seller Common OP Units, 2014 (the "Oryx Debentures"v) and 7,135,302 shares were 1,699,605 Seller Common Shares are reserved for issuance upon the exercise conversion of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Seller Preferred Shares, and (vi) 464,042 Seller Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and Shares are reserved for issuance upon exercise of warrants of Seller of which warrants for the rights purchase of 17,042 Seller Common Shares have been issued and are outstanding. (b) Set forth in Section 2.3(b) of the Seller Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Seller Common Shares granted under the Seller 1994 Incentive Plan, Seller Director Plan and Seller 1997 Supplemental Plan (collectively, the "Oryx RightsSeller Plans") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank or any other formal or informal arrangement (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights AgreementSeller Options"); (ii) each grant of Seller Common Shares to employees which are subject to any risk of forfeiture; (iii) all agreements for the issuance of warrants or to purchase Seller Common Shares and the number of shares which would be issuable upon the exercise of such warrants or agreements, and (Civ) 15,000,000 all other rights to acquire stock, all limited stock appreciation rights, phantom stock, dividend equivalents, performance units and performance shares granted under the Seller Plans which are outstanding as of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuancethe date hereof. Since the Oryx Measurement Date to On the date of this Agreement, there have been except as set forth in this Section 2.3, no issuances of shares of the capital stock of Oryx Seller were outstanding or any other securities of Oryx other than issuances of shares reserved for issuance. (and accompanying Oryx Rightsc) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx Seller are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled not subject to preemptive rights. There were outstanding as of the Oryx Measurement Date are no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx Seller having the right under applicable law or Seller's Charter or bylaws to vote (or convertible into, or exchangeable for, securities having the right to vote vote) on any matters on which holders stockholders of capital stock Seller may vote ("Oryx Voting Debt") are issued or outstandingvote. (iiid) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx Seller or any of its Subsidiaries Seller Subsidiary is a party or by which any of them such entity is bound bound, obligating Oryx Seller or any of its Subsidiaries, directly or indirectly, Seller Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or other voting securities ownership interests of Oryx Seller or any of its Subsidiaries Seller Subsidiary or obligating Oryx Seller or any of its Subsidiaries Seller Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingundertaking (other than to Seller or a Seller Subsidiary). As of the date of this Agreement, there There are no outstanding obligations of Oryx Seller or any of its Subsidiaries Seller Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Seller or shares of stock or other ownership interests of any of its SubsidiariesSeller Subsidiary. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Parent consists of 400,000,000 shares of common stock, par value $0.01 per share (the “Parent Common Stock”), and 5,000,000 shares of preferred stock, par value $0.01 per share. At the close of business on December 13, 2021 (the “Parent Capitalization Date”), (i) 135,478,190 shares of Parent Common Stock were issued and outstanding, (ii) 1,827,856 shares of Parent Common Stock were issued and outstanding or reserved and available for issuance pursuant to the Parent Stock Plans, of which (A) 250,000,000 657,467 shares were reserved and available for issuance upon exercise of outstanding options, (B) 897,433 shares were reserved and available for issuance upon the vesting or settlement of time-based restricted stock unit awards (assuming achievement of the maximum level of performance under such awards), and (C) 272,956 shares were reserved and available for issuance upon the vesting or settlement of performance-based restricted stock unit awards (assuming achievement of the maximum level of performance under such awards), (iii) 43,841 shares were reserved and available for issuance subject to outstanding purchase rights pursuant to the Entegris Amended and Restated Employee Stock Purchase Plan, (iv) no shares of Oryx Parent preferred stock were issued and outstanding and (v) 202,400 shares of Parent Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares Stock were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 Parent. (the "Oryx Debentures"b) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (Except as defined below), (Bset forth in Section 4.03(a) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct listabove, as of the Oryx Measurement Parent Capitalization Date, of the number of there were (i) no outstanding shares of Oryx Common Stock subject to Oryx Stock Options capital stock of, or other rights to purchase equity or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwisevoting interests in, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this AgreementParent, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes no outstanding securities of Parent convertible into or other indebtedness of Oryx having the right to vote on any matters on which holders exchangeable for shares of capital stock may vote ("Oryx Voting Debt") are issued of, or outstanding. other equity or voting interests in, Parent, (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, outstanding options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind other commitments or agreements to which Oryx acquire from Parent or any Subsidiary of its Subsidiaries is a party Parent, or by which any of them is bound obligating Oryx that obligate Parent or any Subsidiary of its Subsidiaries, directly or indirectly, Parent to issue, deliver sell or selltransfer, any capital stock of, or cause to be issuedother equity or voting interests in, delivered or sold, any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting securities interests in, Parent, (iv) no obligations of Oryx or any of its Subsidiaries or obligating Oryx Parent or any of its Subsidiaries to issue, grant, extend or enter into any such security, optionsubscription, warrant, call, right, commitmentconvertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, agreementor other equity or voting interests in, arrangement Parent and (v) no other obligations by Parent or undertaking. As any of its Subsidiaries to make any payments based on the price or value of any of the date of this Agreementforegoing or dividends paid thereon (the items in clauses (i), there (ii), (iii), (iv) and (v) being referred to collectively as “Parent Securities”). There are no outstanding obligations agreements of Oryx any kind that (A) obligate Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities (except pursuant to the acquisition by Parent of shares of Parent Common Stock in settlement of the exercise price of stock options, or for purposes of satisfying Tax withholding obligations with respect to holders of stock options, restricted stock awards or restricted stock unit awards), (B) provide any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Parent Securities, (C) constitutes a stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or (D) obligate Parent or any Subsidiary of Parent to grant, extend or enter into any such agreements relating to any Parent Securities. Neither Parent nor any of its Subsidiaries is a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Parent Securities or any other agreement relating to the disposition, voting or dividends with respect to any Parent Securities. All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of Oryx or each of Parent’s Subsidiaries have been duly authorized and validly issued and are fully paid, nonassessable and free and clear of all Liens other than Permitted Liens. Since the Capitalization Date through the date hereof, neither Parent nor any of its SubsidiariesSubsidiaries has (A) issued any Parent Securities or incurred any obligation to make any payments based on the price or value of Parent Securities or dividends paid thereon, other than pursuant to Parent equity awards that were outstanding as of the Capitalization Date as set forth in Section 4.03(a) or (B) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Parent Securities. (ivc) No actionThe shares of Parent Common Stock to be issued as part of the Merger Consideration, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required when issued and delivered in connection accordance with the actions described in Sections 1.10(a) terms of this Agreement, will have been duly authorized and 5.13validly issued, fully paid and nonassessable and free of all Liens other than Permitted Liens.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Parent ----------------- consists of (A) 250,000,000 50,000,000 shares of Oryx Parent Common Stock, of which 106,233,579 9,733,288 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise outstanding as of the Oryx Stock Options or available for grant close of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)business on January 13, (B) 7,740,606 1998, 45,000 shares of 6% Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Convertible Participating Preferred Stock, par value $1.00 100 per shareshare (the "6% Preferred Shares"), none of which 45,000 shares were outstandingoutstanding as of ------------------- the close of business on January 13, designated or reserved for issuance. Since 1998, and 2,055,692 depositary shares, each representing a 1/100th interest in a share of Parent's 7% Cumulative Convertible Exchangeable Preferred Stock, par value $100 (the Oryx Measurement Date to "7% Preferred Shares" and, ------------------- collectively with the date 6% Preferred Shares, the "Parent Preferred Shares"), of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights ----------------------- which 20,556 were outstanding as of the Oryx Measurement Date under the Benefit Plans close of Oryxbusiness on January 13, 1998. All of the outstanding Parent Common Stock and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of January 1, 1998, there were 870,253 shares of Parent Common Stock reserved for issuance pursuant to the Parent Compensation and Benefit Plans, 5,625,000 shares of Parent Common Stock subject to issuance upon conversion of the 6% Preferred Shares, 1,889,677 shares of Parent Common Stock subject to issuance upon conversion of the 7% Preferred Shares and 1,889,677 shares of Parent Common Stock subject to issuance pursuant to Parent's 7% Convertible Subordinated Debentures due 2008 (the "Parent Debentures"), ----------------- 1,250,000 shares of Parent Common Stock purchasable upon exercise of the Warrants issued November 20, 1996 to purchasers affiliated with the Carlyle Group, 65,157 shares of Parent Common Stock issuable pursuant to a litigation settlement and 117,915 shares of Parent Common Stock issuable under an acquisition agreement. Each of the outstanding shares of the capital stock of Oryx are each of Parent's Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no optionssecurities or obligation evidencing such rights are authorized, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since outstanding. Except for the Oryx Measurement Date to the date of this AgreementParent Debentures, other than pursuant to the Oryx Stock Option Agreement. (ii) No Parent does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Oryx which have the right to vote (or convertible into or exercisable for securities having the right to vote vote) with the stockholders of Parent on any matters on which holders of capital stock may vote matter ("Oryx Parent Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.------------------

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted CTWS consists of (Ai) 250,000,000 25,000,000 CTWS Common Shares, (ii) 50,000 shares of Oryx Common Stockcumulative preferred stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 $16 par value (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below“CTWS $16 Par Preferred Shares”), (Biii) 7,740,606 15,000 shares of Cumulative Preference Stockcumulative preferred stock, $20 par value (“CTWS $1.00 per share20 Par Preferred Shares”), (iv) 400,000 shares of cumulative preferred stock, $25 par value (“CTWS $25 Par Preferred Shares”), and (v) 1,000,000 shares of preference stock, $1 par value (“CTWS $1 Par Preference Shares”) ((ii) though (v), collectively, the “CTWS Preferred Shares”, and together with the CTWS Common Shares, the “CTWS Capital Stock”). At the close of business on March 12, 2018: (i) (w) 11,861,315 CTWS Common Shares were issued and outstanding, none of which were outstanding subject to vesting or other forfeiture conditions or repurchase by CTWS, (x) no CTWS Common Shares were held in CTWS’s treasury, (y) 295,895 CTWS Common Shares were reserved and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved available for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")CTWS Dividend Reinvestment Plan, and (Cz) 15,000,000 221,343 CTWS Common Shares were reserved and available for issuance pursuant to the CTWS Stock Plans, of which 22,071 shares were issuable upon the vesting of outstanding CTWS Restricted Share Units and CTWS Performance Share Units; (ii) (x) 29,499 CTWS $16 Par Preferred Stock, par value $1.00 per shareShares were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS and (y) no CTWS $16 Par Preferred Shares were held in CTWS’s treasury; (iii) (x) 15,000 CTWS $20 Par Preferred Shares were issued and outstanding, designated none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS and (y) no CTWS $20 Par Preferred Shares were held in CTWS’s treasury; (iv) (x) no CTWS $25 Par Preferred Shares were issued and outstanding and (y) no CTWS $25 Par Preferred Shares were held in CTWS’s treasury; and (v) (x) no CTWS $1 Par Preference Shares were issued and outstanding and (y) no CTWS $1 Par Preference Shares were held in CTWS’s treasury. Except as set forth in this Section 4.03(a), at the close of business on March 12, 2018, no shares of capital stock or voting securities of, or other equity interests in, CTWS were issued, reserved for issuanceissuance or outstanding. Since From the Oryx Measurement Date close of business on March 12, 2018, to the date of this Agreement, there have been no issuances by CTWS of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, CTWS, other than issuances the issuance of shares CTWS Common Stock upon the settlement of CTWS Restricted Share Units and CTWS Performance Share Units in each case outstanding at the close of business on March 12, 2018, and in accordance with their terms in effect at such time. (and accompanying Oryx Rightsb) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of CTWS Capital Stock are, and all shares of CTWS Capital Stock that may be issued upon the capital stock settlement of Oryx are CTWS Performance Share Units will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class of capital stock is entitled to preemptive rights. There were outstanding as or issued in violation of, any provision of the Oryx Measurement Date no options, warrants CBCA or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyLaw, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyCTWS Charter, the "Oryx CTWS Bylaws or any Contract to which CTWS or any CTWS Subsidiary is a party or otherwise bound (including the CTWS Stock Option Plans") and (z) the Oryx Debentures). Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth above in this Section 3.2(b), as of the date of 4.03 or pursuant to this Agreement, there are not issued, reserved for issuance or outstanding, and there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings outstanding obligations of any kind to which Oryx CTWS or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, CTWS Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, shares of (x) any capital stock or other voting securities of Oryx of, or other equity interests in, CTWS or any of its Subsidiaries or obligating Oryx CTWS Subsidiary or any securities of its Subsidiaries CTWS or any CTWS Subsidiary convertible into or exchangeable or exercisable for any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary, (y) any warrants, calls, options or other rights to acquire from CTWS or any CTWS Subsidiary, or any other obligation of CTWS or any CTWS Subsidiary to issue, grantdeliver or sell, extend or enter into cause to be issued, delivered or sold, any such securitycapital stock or voting securities of, optionor other equity interests in, warrantCTWS or any CTWS Subsidiary or (z) any rights issued by or other obligations of CTWS or any CTWS Subsidiary that are linked in any way to the price of any capital stock or voting securities of, callor other equity interests in, rightCTWS or any CTWS Subsidiary, commitmentthe value of CTWS, agreementany CTWS Subsidiary or any part of CTWS or any CTWS Subsidiary or any dividends or other distributions declared or paid on any capital stock or voting securities of, arrangement or undertakingother equity interests in, CTWS or any CTWS Subsidiary. As of Except pursuant to the date of this AgreementCTWS Stock Plans, there are no not any outstanding obligations of Oryx CTWS or any of its Subsidiaries CTWS Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of its Subsidiariesthe immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of CTWS having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of CTWS may vote (collectively, “CTWS Voting Debt”). Neither CTWS nor any CTWS Subsidiary is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, CTWS. Except for this Agreement, neither CTWS nor any CTWS Subsidiary is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of CTWS or any CTWS Subsidiary. All CTWS Restricted Share Units, CTWS Performance Share Units and CTWS Performance Cash Units outstanding as of the date of this Agreement may, pursuant to their terms, be treated in accordance with Section 6.05. (ivc) No actionSection 4.03(c) of the CTWS Disclosure Letter sets forth a true and complete list of all CTWS Restricted Share Units, consent CTWS Performance Share Units, and CTWS Performance Cash Units outstanding as of March 12, 2018, setting forth the holder’s participation identification number, the number of shares (as applicable) subject to each award, the grant date and vesting schedule with respect to each award, the plan under which each such award was granted and whether such award is subject to any deferral or approval by any holder is otherwise subject to Section 409A of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13Code.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted SJW consists of (A) 250,000,000 shares of Oryx 36,000,000 SJW Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") Shares and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock1,000,000 preferred shares, par value $1.00 0.001 per shareshare (the “SJW Preferred Shares” and, together with the SJW Common Shares, the “SJW Capital Stock”). At the close of business on March 12, 2018: (i) (v) 20,585,018 SJW Common Shares were issued and outstanding, none of which were outstanding subject to vesting or other forfeiture conditions or repurchase by SJW, (w) no SJW Common Shares were held in SJW’s treasury, (x) 295,887 SJW Common Shares were reserved and 120,000 available for issuance pursuant to the SJW’s 2014 Employee Stock Purchase Plan (the “SJW ESPP”), (y) 890,179 SJW Common Shares were reserved and available for issuance pursuant to the SJW Stock Plan, of which (1) 66,538 shares were issuable upon vesting of SJW Restricted Share Units and SJW Performance Share Units, (2) 7,000 shares were deliverable pursuant to the terms of vested and deferred SJW Restricted Share Units (the “SJW Deferred Share Units”) and (3) 118,195 deferred SJW Common Shares, including deferred SJW Common Shares with dividend equivalent rights convertible into deferred SJW Common Shares, were deliverable subject to and upon the terms of applicable deferral elections (the “SJW Deferred Shares”); and (ii) no SJW Preferred Shares were issued and outstanding. Except as set forth in this Section 3.03(a), at the close of business on March 12, 2018, no shares of which have been designated Series A Junior Cumulative Preference Stock and capital stock or voting securities of, or other equity interests in, SJW were issued, reserved for issuance upon exercise or outstanding. From the close of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11business on March 12, 19902018, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances by SJW of shares of capital stock or voting securities of, or other equity interests in, SJW, other than upon the settlement of SJW Restricted Share Units and SJW Performance Share Units, in each case outstanding at the close of business on March 12, 2018, and in accordance with their terms in effect at such time. (b) The authorized capital stock of Oryx or any other securities Merger Sub consists of Oryx other than issuances 100 shares of shares (common stock, par value $0.01 per share, all of which are validly issued and accompanying Oryx Rights) pursuant to options or rights outstanding as outstanding. All of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are Merger Sub is, and at the Effective Time will be, owned by SJW or a direct or indirect wholly owned Subsidiary of SJW. Merger Sub has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement. (c) The SJW Common Shares constituting the Merger Consideration will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class of capital stock is entitled to preemptive rights. There were outstanding as or issued in violation of, any provision of the Oryx Measurement Date no options, warrants General Corporation Law of the State of Delaware (the “DGCL”) or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyLaw, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelySJW Charter, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth SJW Bylaws or any Contract to which SJW or any SJW Subsidiary is a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options party or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreementotherwise bound. (iid) No bondsAll outstanding shares of SJW Capital Stock issuable upon the exercise of purchase rights under the SJW ESPP or upon the settlement of SJW Restricted Share Units, debenturesSJW Performance Share Units, notes SJW Deferred Share Units and SJW Deferred Shares will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any provision of the DGCL or other indebtedness of Oryx having Law, the right SJW Charter, the SJW Bylaws or any Contract to vote on which SJW or any matters on which holders of capital stock may vote SJW Subsidiary is a party or otherwise bound ("Oryx Voting Debt") are issued or outstanding. (iii) including the SJW Stock Plan). Except as otherwise set forth above in this Section 3.2(b), as of the date of 3.03 or pursuant to this Agreement, there are not issued, reserved for issuance or outstanding, and there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings outstanding obligations of any kind to which Oryx SJW or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, SJW Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, shares of (x) any capital stock or other voting securities of Oryx of, or other equity interests in, SJW or any of its Subsidiaries or obligating Oryx SJW Subsidiary or any securities of its Subsidiaries SJW or any SJW Subsidiary convertible into or exchangeable or exercisable for any capital stock or voting securities of, or other equity interests in, SJW or any SJW Subsidiary, (y) any warrants, calls, options or other rights to acquire from SJW or any SJW Subsidiary, or any other obligation of SJW or any SJW Subsidiary to issue, grantdeliver or sell, extend or enter into cause to be issued, delivered or sold, any such securitycapital stock or voting securities of, optionor other equity interests in, warrantSJW or any SJW Subsidiary or (z) any rights issued by or other obligations of SJW or any SJW Subsidiary that are linked in any way to the price of any capital stock or voting securities of, callor other equity interests in, rightSJW or any SJW Subsidiary, commitmentthe value of SJW, agreementany SJW Subsidiary or any part of SJW or any SJW Subsidiary or any dividends or other distributions declared or paid on any capital stock or voting securities of, arrangement or undertakingother equity interests in, SJW or any SJW Subsidiary. As of Except pursuant to the date of this AgreementSJW Stock Plan, there are no not any outstanding obligations of Oryx SJW or any of its Subsidiaries SJW Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or voting securities of, or other equity interests in, SJW or any SJW Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of its Subsidiariesthe immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of SJW having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of SJW may vote (collectively, “SJW Voting Debt”). Except for the Voting Agreements, neither SJW nor any SJW Subsidiary is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, SJW. Except for this Agreement, neither SJW nor any SJW Subsidiary is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of SJW or any SJW Subsidiary. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 shares of Oryx Common Stock75,000,000 Shares, of which 106,233,579 shares 24,340,155 Shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise outstanding as of the Oryx Stock Options or available for grant close of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)business on October 27, (B) 7,740,606 2006 and 300,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 10.00 per share, none of which were no shares are outstanding. All of the outstanding and 120,000 shares of which Shares have been designated Series A Junior Cumulative Preference Stock duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance upon exercise of under the rights Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the "Oryx Rights") distributed “Stock Plans”), Shares subject to the holders of Oryx Common Stock pursuant to issuance under the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank Shares subject to issuance under the ▇▇▇▇▇ Corporation Incentive Savings Plan and the ▇▇▇▇▇ Hourly 401(k) Plan (as successor by merger to Manufacturers Hanover Trust Companythe “401(k) Plans”), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for Company has no Shares subject to issuance. Since Section 5.1(b)(i) of the Oryx Measurement Date Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the date Shares under the Stock Plans, including the holder, number of this AgreementShares and, there have been no issuances of shares where applicable, exercise price. Each of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock or other equity securities of Oryx are each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity 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 a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no class securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of capital stock is entitled to preemptive rights. There were outstanding as any Shares in accordance with the terms of the Oryx Measurement Date no optionsStock Plans, warrants such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or other rights to acquire capital stock, directly or indirectly, from Oryx other than created by the Company (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. except for any liability that may be imposed on shareholders by former Section 3.2(b180.0622(2)(b) of the Oryx Disclosure Schedule sets forth a complete and correct listWBCL, as of the Oryx Measurement Datejudicially interpreted, of the number of shares of Oryx Common Stock subject for debts incurred prior to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwiseJune 14, the dates of grant and the exercise prices thereof2006). No options or warrants or other rights to acquire capital stock from Oryx The Company does not have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Oryx which have the right to vote (or convertible into or exercisable for securities having the right to vote vote) with the shareholders of the Company on any matters on which holders matter. (ii) Section 5.1(b)(ii) of the Company Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock may vote of such company. The Company does not own, directly or indirectly, any voting interest in any Person ("Oryx Voting Debt"not taking into account any voting interest owned, directly or indirectly, by Parent in any Person) are issued or outstandingthat requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”). (iii) Except as otherwise set forth Each Company Option (A) was granted in this Section 3.2(b)compliance with all applicable Laws and all of the terms and conditions of the Stock Plans pursuant to which it was issued, as (B) has an exercise price per Share equal to or greater than the fair market value of a Share at the close of business on the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, such grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of (C) has a grant date identical to the date on which the Company’s board of this Agreementdirectors or compensation committee actually awarded such Company Option, there are no outstanding obligations of Oryx or any of its Subsidiaries and (D) qualifies for the tax and accounting treatment afforded to repurchasesuch Company Option in the Company’s tax returns and the Company’s financial statements, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiariesrespectively. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8September 30, 1998 (the "Oryx Measurement Date")1999, the authorized capital stock of Oryx MCI WorldCom consisted of (A) 250,000,000 5,000,000,000 shares of Oryx MCI WorldCom Common Stock, Stock of which 106,233,579 1,880,219,054 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") outstanding and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 50,000,000 shares of Cumulative Preference Preferred Stock, par value $1.00 0.01 per share, none of which were outstanding and 120,000 (1) 94,992 shares have been designated as Series A 8% Cumulative Convertible Preferred Stock, of which no shares were outstanding, (2) 15,000,000 shares have been designated Series A B Convertible Preferred Stock ("MCI WorldCom Series B Preferred Stock"), of which 11,190,244 shares were outstanding, (3) 3,750,000 shares have been designated Series C $2.25 Cumulative Convertible Exchangeable Preferred Stock ("MCI WorldCom Series C Preferred Stock"), of which no shares were outstanding, and (4) 5,000,000 shares have been designated Series 3 Junior Cumulative Preference Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "Oryx MCI WorldCom Rights") distributed to the holders of Oryx MCI WorldCom Common Stock pursuant to the Rights Agreement dated as of September 11August 25, 19901996, as amended, between Oryx MCI WorldCom and Chase Manhattan The Bank (as successor by merger to Manufacturers Hanover Trust Company)of New York, as Rights Agent, as amended rights agent (the "Oryx MCI WorldCom Rights Agreement"). As of September 30, and (C) 15,000,000 1999, 4,510,211 shares of Preferred Stock, par value $1.00 per share, none of which MCI WorldCom Common Stock were outstanding, designated or reserved for issuanceheld by MCI WorldCom in its treasury. Since the Oryx Measurement Date September 30, 1999 to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx MCI WorldCom or any other securities of Oryx MCI WorldCom other than issuances of shares (and accompanying Oryx MCI WorldCom Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date September 30, 1999 under the Benefit Plans of Oryx. MCI WorldCom or pursuant to MCI WorldCom's acquisition of SkyTel Communications, Inc. All issued and outstanding shares of the capital stock of Oryx MCI WorldCom are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date September 30, 1999 no options, warrants or other rights to acquire capital stock, directly or indirectly, stock from Oryx MCI WorldCom other than (x) the Oryx Rights, (y) options representing in the aggregate the right pursuant to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under OryxMCI WorldCom's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, pending acquisitions as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx such date. MCI WorldCom's Benefit Plans or otherwise, the dates of grant and the exercise prices thereofMCI WorldCom's convertible preferred stock. No options or warrants or other rights to acquire capital stock from Oryx MCI WorldCom have been issued or granted since September 30, 1999 to the Oryx Measurement Date date of this Agreement other than pursuant to MCI WorldCom's acquisition of SkyTel Communications, Inc. or pursuant to MCI WorldCom's Benefit Plans. The shares of MCI WorldCom Capital Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, and no Person will have any preemptive right, subscription right or other purchase right in respect thereof other than pursuant to agreements with Sprint or any of its Subsidiaries as in effect on the date hereof. (ii) As of the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No no bonds, debentures, notes or other indebtedness of Oryx MCI WorldCom having the right to vote on any matters on which holders of capital stock shareholders may vote ("Oryx MCI WorldCom Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx MCI WorldCom or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx MCI WorldCom or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx MCI WorldCom or any of its Subsidiaries or obligating Oryx MCI WorldCom or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx MCI WorldCom or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx MCI WorldCom or any of its Subsidiaries. (iv) No actionExhibit 21 to MCI WorldCom's Annual Report on Form 10-K for the fiscal year ended December 31, consent 1998 (the "MCI WorldCom 1998 10-K"), sets forth each Significant Subsidiary of MCI WorldCom as of the date hereof. As of the date hereof, all the outstanding shares of capital stock of, or approval other equity interests in, each Significant Subsidiary of MCI WorldCom have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by MCI WorldCom, free and clear of all Liens and free of any holder restriction on the right to vote, sell or otherwise dispose of Oryx Stock Options such capital stock or Oryx Debentures is required other ownership interests. Except for the capital stock or other ownership interests of its Subsidiaries, as of the date hereof, MCI WorldCom does not beneficially own directly or indirectly any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in connection with the actions described in Sections 1.10(a) and 5.13any Person which constitutes a Material Investment.

Capital Structure. (a) The authorized share capital of Aphria consists of an unlimited number of Aphria Shares. As of December 15, 2020, (i) As of October 8, 1998 316,745,571 Aphria Shares were issued and outstanding (the "Oryx Measurement Date"), the authorized capital stock of Oryx consisted of (A) 250,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock excluding all Aphria Shares issued pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to Aphria Convertible Senior Notes after the date of this AgreementAgreement but including Aphria Shares subsumed within units), there have been (ii) no issuances of shares Aphria Shares are held in Aphria’s treasury or by any of the capital stock of Oryx or any other securities of Oryx other than issuances of shares Aphria Subsidiaries, (and accompanying Oryx Rightsiii) 9,316,809 Aphria Shares were issuable pursuant to options or rights outstanding awards granted under the Aphria Benefit Plans, of which, 3,732,875 shares were issuable in respect of Aphria RSUs, assuming, as applicable, a target level of achievement under performance awards, 5,237,218 shares were issuable in respect of Aphria Options and 346,716 shares were issuable in respect of Aphria DSUs, (iv) 7,022,472 2020 Aphria Warrants (including warrants subsumed within units) exercisable for an aggregate of 7,022,472 Aphria Shares at an exercise price of $9.26 per one Aphria Share and (v) 200,000 2016 Aphria Warrants exercisable for an aggregate of 200,000 Aphria Shares at an exercise price of $3.14 per one Aphria Share. All of the Oryx Measurement Date under outstanding share capital of Aphria has been duly authorized and validly issued, and are fully paid and nonassessable and are not subject to any preemptive right, and all Aphria Shares which may be issued pursuant to the Benefit Plans exercise or vesting of Oryx. All Aphria RSUs will be, when issued and outstanding shares of in accordance with the capital stock of Oryx are terms thereof, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to any preemptive right. Except as described in this Section (2)(a), there is not any phantom equity or other contractual rights the value of which is determined in whole or in part by the value of any share capital of Aphria, and there are no class outstanding share appreciation rights with respect to the shares of Aphria. Other than Aphria Shares, there are no other authorized classes of share capital stock is entitled of Aphria. (b) Other than the Aphria Support Agreements to preemptive rights. There were outstanding be executed concurrently with this Agreement, or as made available to Tilray, there are no voting trusts or other agreements or understandings to which Aphria, any of the Oryx Measurement Date Aphria Subsidiaries or, to the Knowledge of Aphria, any of their respective executive officers or directors is a party with respect to the voting of Aphria Shares or the share capital or other equity interests of any of the Aphria Subsidiaries. (c) Other than the Aphria RSUs, Aphria Options, and Aphria DSUs there are no outstanding subscriptions, options, warrants warrants, calls, convertible securities or other rights similar rights, agreements or commitments relating to acquire capital stockthe issuance of shares or other equity interests to which Aphria or any of the Aphria Subsidiaries is a party obligating Aphria or any of the Aphria Subsidiaries to (i) issue, directly transfer or indirectly, from Oryx sell any Aphria Shares or other than (x) equity interests of Aphria or any of the Oryx RightsAphria Subsidiaries or securities convertible into or exchangeable or exercisable for such shares or equity interests, (yii) options representing grant, extend or enter into such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (iii) redeem or otherwise acquire any such shares or other equity interests or (iv) provide a material amount of funds to, or make any material investment (in the aggregate form of loan, capital contribution or otherwise) in any of the right to Aphria Subsidiaries. At the Effective Time, there will not be any outstanding subscriptions, options, warrants, calls, preemptive rights or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character by which Aphria or any of the Aphria Subsidiaries will be bound calling for the purchase no more or issuance of any of the share capital of Aphria or any of the Aphria Subsidiaries or securities convertible into or exchangeable or exercisable for such shares or any other such securities or agreements. Each Aphria Option was issued at a per-share exercise price not less than 2,659,709 the fair market value of the Aphria Shares on the date of grant. (collectively, the "Oryx Stock Options"d) under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan Except as listed in Section (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b2)(d) of the Oryx Aphria Disclosure Schedule sets forth a complete and correct listLetter, as Aphria has made available to Tilray the names of the Oryx Measurement Date, Aphria Subsidiaries and their respective jurisdictions of organization and has designated which of the number Aphria Subsidiaries are “significant subsidiaries,” as defined in Rule 1-02(w) of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under Regulation S-X promulgated by the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option AgreementSEC. (iie) No Except for the Aphria Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of Oryx Aphria or any of the Aphria Subsidiaries having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters matter on which the Aphria Shareholders or other equity holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx Aphria or any of its the Aphria Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiariesmay vote. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Allied consists of the following: (Aa) 250,000,000 525,000,000 shares of Oryx Allied Common Stock; and (b) 10,000,000 shares of Allied Preferred Stock. At the close of business on June 19, 2008, (i) 433,093,702 shares of which 106,233,579 Allied Common Stock and no shares of Allied Preferred Stock were outstandingissued and outstanding (excluding shares held by Allied in its treasury), 17,468,095 (ii) 1,201,063 shares were held in the treasury of Oryx, 3,001,876 shares Allied Common Stock were held by a Subsidiary Allied in its treasury, (iii) 31,455,382 shares of Oryx, 5,111,438 shares Allied Common Stock were reserved for issuance under the Allied Plans (of which 20,380,462 shares of Allied Common Stock were subject to outstanding Allied Stock Options, Allied Restricted Shares, Allied RSUs or Allied DSUs) and (iv) 11,257,948 shares of Allied Common Stock were issuable upon the conversion of Oryx's 7-1/2% the Allied Convertible Subordinated Debentures due May 15Debt. Except as set forth above, 2014 (as of the "Oryx Debentures") and 7,135,302 date hereof, no shares were of capital stock or other voting securities of Allied are issued, reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx Allied Common Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to or issued in violation of any purchase option, and no class call option, right of capital stock is entitled to first refusal, preemptive rights. There were outstanding as right, subscription right or any similar right under any provision of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyDGCL, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyAllied Charter, the "Oryx Stock Option Plans") Allied By-laws or any Contract to which Allied is a party or by which Allied is otherwise bound. Allied has made available to Republic a true and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement DateJune 19, 2008, of the number of shares of Oryx Common Stock subject to Oryx all outstanding Allied Stock Options or other rights to purchase or receive Oryx shares of Allied Common Stock granted under the Oryx Benefit Plans Allied Stock Plans, any other Allied Plan or otherwiseotherwise by Allied or any of the Allied Subsidiaries, the number of shares of Allied Common Stock subject thereto and, if applicable, the expiration dates of grant and the exercise prices thereof. No options There are no preemptive or warrants similar rights on the part of any holder of any class of securities of Allied or other rights to acquire capital stock from Oryx have been any Allied Subsidiary. Other than the Allied Convertible Debt, there is no Voting Allied Debt issued or granted since the Oryx Measurement Date to the date of this Agreement, other and outstanding. Other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in contemplated by this Section 3.2(b4.03, changes since June 19, 2008 resulting from the exercise of Allied Stock Options, the vesting of Allied RSUs or Allied DSUs or from the issuance of Allied Stock Options, Allied RSUs, Allied DSUs or Allied Restricted Stock as permitted by Section 6.01(a), as of the date of this Agreement, there are no securities, (A) options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Oryx Allied or any of its Subsidiaries Allied Subsidiary is a party or by which any of them is bound (x) obligating Oryx Allied or any of its Subsidiaries, directly or indirectly, Allied Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or obligating Oryx other equity interest in, Allied or any of its Subsidiaries Allied Subsidiary or any Voting Allied Debt, (y) obligating Allied or any Allied Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As undertaking or (z) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of the date of this AgreementAllied Common Stock, there are no (B) outstanding contractual obligations of Oryx Allied or any of its Subsidiaries Allied Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Allied or any Allied Subsidiary or (C) voting trusts or other agreements or understandings to which Allied or any of its the Allied Subsidiaries is a party with respect to the voting or transfer of capital stock of Allied or any of the Allied Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date")date of this Agreement, the authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 shares of Oryx Common Stock120,000,000 Shares, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") 35,662,450 Shares are issued and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 outstanding and 4,000,000 shares of Cumulative Preference Preferred Stock, par value $1.00 0.001 per shareshare (the "Preferred Shares"), none of which were none are outstanding. All of the outstanding and 120,000 shares of which Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or Preferred Shares subject to issuance, except (A) 1,000,000 Preferred Shares, designated Series A Junior Cumulative Preference Stock and reserved for Participating Preferred Stock, subject to issuance upon exercise of the rights (the "Oryx Company Rights") distributed to the holders of Oryx Common Stock issued pursuant to the Rights Agreement Agreement, dated as of September 11March 6, 19902002 (the "Company Rights Agreement"), between Oryx the Company and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover EquiServe Trust Company), N. A., as Rights Agent, as amended (B) 5,208,333 Shares subject to issuance upon conversion of the Company's 5.25% Convertible Subordinated Notes due September 1, 2008 (the "Oryx Rights AgreementConvertible Notes"), of which Convertible Notes with an aggregate principal face amount of $150,000,000 are issued and outstanding, (C) 15,000,000 shares 18,261,503 Shares reserved for issuance under the Company's stock option or other equity-based compensation plans identified in Section 5.1(b)(i) of Preferred Stockthe Company Disclosure Letter (collectively, par value $1.00 per sharethe "Company Stock Option Plans"), none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date options to acquire not more than 6,876,252 Shares are outstanding as of the date of this Agreement, there have been no issuances of shares and (D) 480,775 Shares reserved for issuance under the Company's 1995 Employee Stock Purchase Plan. Section 5.1(b) of the capital stock Company Disclosure Letter sets forth a correct and complete list of Oryx or any other securities of Oryx other than issuances of shares each outstanding option to purchase Shares under the Company Stock Plans, as hereinafter defined (and accompanying Oryx Rights) pursuant to options or rights outstanding each a "Company Option"), as of April 26, 2002, including the Oryx Measurement Date under the Benefit Plans holder, date of Oryxgrant, exercise price and number of Shares subject thereto. All issued and outstanding shares of the capital stock or other securities of Oryx each of the Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessablenonassessable and, except for directors' qualifying shares, owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance, other than immaterial liens which do not affect the Company's right, title and interest in and to such shares or securities. Except as set forth above or as disclosed in Section 5.1(b) of the Company Disclosure Letter or as specifically permitted by this Agreement or the Schedules hereto, there are no class shares of capital stock of the Company authorized, issued or outstanding and except as set forth above, there are no preemptive rights nor any outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character to which the Company or any of its Subsidiaries is entitled a party or may be bound relating to preemptive rightsthe issued or unissued capital stock or other securities of the Company or any of its Subsidiaries. There were Except for the Convertible Notes referred to above, neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any of its Subsidiaries on any matter ("Company Voting Debt"). Except for Shares (or options to purchase Shares) issued pursuant to the Company Stock Option Plans and Company's 1995 Employee Stock Purchase Plan (such plans and agreements collectively, the "Company Stock Plans"), at or after the Effective Time, neither the Surviving Corporation nor Parent nor their respective affiliates will have any current or future obligation to issue, transfer or sell any shares or securities of the Surviving Corporation, Parent or any of their respective affiliates pursuant to any Compensation and Benefit Plan (as defined in Section 5.1(h)(i)) of the Company. (ii) As of the date of this Agreement, the authorized capital stock of Parent consists of 100,000,000 shares of Parent Common Stock, of which 23,191,931 shares are issued and outstanding, and 1,000,000 shares of Preferred Stock, par value $0.01 per share (the "Parent Preferred Stock"), of which none are outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no shares of Parent Common Stock or Parent Preferred Stock subject to issuance, except (A) 200,000 Preferred Shares, designated Series A Participating Preferred Stock, subject to issuance upon exercise of the rights (the "Parent Rights") issued pursuant to the Rights Agreement, dated as of August 9, 2001 (the "Parent Rights Agreement"), between Parent and Mellon Investor Services LLC, as Rights Agent, (B) 4,554,112 shares of Parent Common Stock reserved for issuance under Parent's 1992 Long-term Incentive Plan and certain individual stock option agreements identified in Section 5.1 (b)(ii) of the Parent Disclosure Letter (collectively, the "Parent Stock Option Plans"), of which options to acquire not more than 4,477,009 shares of Parent Common Stock are outstanding as of the Oryx Measurement Date date of this Agreement, and (C) 2,135,317 shares of Parent Common Stock reserved for issuance under Parent's 1999 Employee Stock Purchase Plan (Parent's 1999 Employee Stock Purchase Plan, and the Parent Stock Option Plans are collectively referred to as the "Parent Stock Plans"). Section 5.1(b) of the Parent Disclosure Letter sets forth a correct and complete list of each outstanding option to purchase Parent Common Stock under the Parent Stock Plans, as hereinafter defined (each a "Parent Option"), as of April 26, 2002, including the holder, date of grant, exercise price and number of shares of Parent Common Stock subject thereto. All issued and outstanding shares of capital stock or other securities of each of Parent's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance, other than immaterial liens which do not affect Parent's right, title and interest in and to such shares or securities. Except as set forth above or as disclosed in Section 5.1(b) of the Parent Disclosure Letter or as specifically permitted by this Agreement or the Schedules hereto, there are no shares of capital stock of Parent authorized, issued or outstanding and except as set forth above, there are no preemptive rights nor any outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character to which Parent or any of its Subsidiaries is a party or may be bound relating to the issued or unissued capital stock or other securities of Parent or any of its Subsidiaries. Neither Parent nor any of its subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent or any of its Subsidiaries on any matter ("Parent Voting Debt"). Except for shares of Parent Common Stock (or options to purchase shares of Parent Common Stock) issued pursuant to the Parent Stock Plans and except as otherwise contemplated by Section 6.2(c) of this Agreement, neither Parent nor any of its affiliates have any current or future obligation to issue, transfer or sell any shares or securities of Parent or any of its respective affiliates pursuant to any Compensation and Benefit Plan (as defined in Section 5.1(h)(i)) of Parent. (iii) The authorized capital stock of Merger Sub consists of 1000 shares of common stock, par value $0.01 per share ("Merger Sub Common Stock"), all of which are issued and outstanding. All of the outstanding shares of Merger Sub Common Stock are owned by Parent and have been duly authorized and are validly issued, fully paid and nonassessable. There are (A) no other shares of capital stock or other voting securities of Merger Sub, (B) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or other voting securities of Merger Sub, and (C) no options, warrants or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no voting securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sellsecurities convertible into, or cause to be issuedexchangeable for, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its SubsidiariesMerger Sub. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date")date of this Agreement, the authorized capital stock of Oryx consisted the Company consists solely of (Aa) 250,000,000 150,000,000 shares of Oryx Common Stock, (b) 5,000,000 shares of series common stock, par value $0.01 per share (the "Series Common Stock"), of which 106,233,579 no shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 and (the "Oryx Debentures"c) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 5,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 0.01 per shareshare ("Preferred Stock"), none of which no shares were outstanding and 120,000 shares but of which 400,000 shares have been designated as Series A Junior Cumulative Preference Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") Rights distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as Agreement. At the close of September 11business on November 30, 19902000, between Oryx 57,830,966 shares of Common Stock were outstanding, and Chase Manhattan Bank 2,471,445 shares of Common Stock of the Company were held in the treasury of the Company. At the close of business on November 30, 2000, no Stock Options, warrants, shares of restricted stock, or other rights to acquire capital stock from the Company were outstanding other than (as successor by merger a) the Rights, (b) Stock Options representing in the aggregate the right to Manufacturers Hanover Trust purchase up to 12,942,060 shares of Common Stock (including tandem limited stock appreciation rights granted to senior executives of the Company), as Rights Agent, as amended ) and 19,875 stock appreciation rights under the 1996 ACNielsen Key Employees' Stock Incentive Plan (the "Oryx Rights AgreementKey Employees' Stock Incentive Plan"), the 1996 ACNielsen Replacement Plan for Certain Employees Holding The Dun & Bradstreet Equity Based Awards (the "Replacement Plan"), the 1996 ACNielsen Non-Employee Directors' Stock Incentive Plan (the "Directors' Plan"), the 1996 ACNielsen Senior Executive Plan (the "Executive Plan"), the 1996 ACNielsen Management Incentive Bonus Plan (the "Management Plan") and the BBI Marketing Services Inc. Key Employee Stock Option Plan (the "Incentive Plan") (collectively, the "Company Stock Option Plans"), (c) stock units representing in the aggregate the right to receive no more than 30,000 shares of Common Stock under the 1996 ACNielsen Non-Employee Directors' Deferred Compensation Plan (the "Directors' Deferred Compensation Plan") and (Cd) 15,000,000 obligations to issue shares of Preferred StockCommon Stock under the ACNielsen Employee Stock Ownership Plan (the "Employee Stock Ownership Plan"). Other than (a) the shares of Common Stock (including restricted stock), par value $1.00 per shareRights, none Stock Options, stock units and other rights described above), (b) Stock Options, stock units or other rights to acquire no more than 50,000 shares of which were outstandingCommon Stock (and accompanying Rights) in the aggregate pursuant to the Company Stock Option Plans, designated and the Directors' Deferred Compensation Plan and (c) shares of Common Stock (and associated Rights) issued since November 30, 2000 upon the exercise of the Stock Options referred to in clauses (b) or reserved for issuance. Since (c) of the Oryx Measurement Date immediately preceding sentence, no shares, Stock Options or warrants or other rights to acquire capital stock from the Company remain outstanding as of the date of this Agreement, there have been no issuances of . All outstanding shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (the Company and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive or similar rights. There were outstanding as , and, in the case of the Oryx Measurement Date no optionsSubsidiaries, warrants are owned by the Company, by one or more Subsidiaries of the Company or by the Company and one or more such Subsidiaries (except as disclosed in Schedule B), free and clear of all pledges, claims, liens, charges, mortgages, conditional sale or title retention agreements, hypothecations, collateral assignments, security interests, easements and other rights to acquire capital stock, directly encumbrances of any kind or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 nature whatsoever (collectively, "Liens"), except for Liens under the Three-Year Credit Agreement, dated as of April 15, 1998, among the Company, The Chase Manhattan Bank and the lenders named therein (the "Oryx Stock OptionsCredit Agreement") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures). Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b)described above, as neither the Company nor any Subsidiary of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.the

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Valeant consists of (A) 250,000,000 200,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Valeant Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 and 10,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 0.01 per shareshare (the “Valeant Preferred Stock” and, together with the Valeant Common Stock, the “Valeant Capital Stock”). At the close of business on June 14, 2010, (i) 75,786,925 shares of Valeant Common Stock were issued and outstanding, none of which were outstanding and 120,000 subject to vesting or other forfeiture conditions or repurchase by Valeant, (ii) no shares of Valeant Preferred Stock were issued and outstanding, (iii) 28,086,863 shares of Valeant Common Stock were held by Valeant in its treasury, (iv) 8,662,102 shares of Valeant Common Stock were issuable upon conversion of (A) Valeant’s 3.0% Convertible Subordinated Notes due 2010 (the “Valeant 3.0% Convertible Notes”) and (B) Valeant’s 4.0% Convertible Subordinated Notes due 2013 (together with the Valeant 3.0% Convertible Notes, the “Valeant Convertible Notes”), (v) 1,710,585 shares of Valeant Common Stock were underlying warrants issued pursuant to the Exchange Agreement, dated August 13, 2009, among Valeant and certain holders of the Valeant 3.0% Convertible Notes (the “Valeant Warrants”), (vi) 14,808,875 shares of Valeant Common Stock were reserved and available for issuance pursuant to the Valeant Stock Plans, of which have been designated Series A Junior Cumulative Preference (A) 4,920,081 shares were issuable upon exercise of outstanding Valeant Stock Options and (B) 5,376,442 shares were issuable upon settlement of outstanding Valeant Restricted Stock Units, assuming maximum performance with respect to performance-based Valeant Restricted Stock Units and (vii) 1,189,437 shares of Valeant Common Stock were reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated Valeant ESPP. Except as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Companyset forth in this Section 4.03(a), as Rights Agentat the close of business on June 14, as amended (the "Oryx Rights Agreement")2010, and (C) 15,000,000 no shares of Preferred Stockcapital stock or voting securities of, par value $1.00 per shareor other equity interests in, none of which Valeant were outstandingissued, designated or reserved for issuanceissuance or outstanding. Since From the Oryx Measurement Date close of business on June 14, 2010 to the date of this Agreement, there have been no issuances by Valeant of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, Valeant, other than issuances the issuance of Valeant Common Stock upon the conversion of Valeant Convertible Notes, upon the exercise of Valeant Warrants, Valeant Stock Options or rights under the Valeant ESPP or upon the vesting of Valeant 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. (b) At the close of business on June 14, 2010, assuming the Pre-Merger Special Dividend was paid on June 14, 2010, (i) 75,786,925 shares of Valeant Common Stock would have been issued and outstanding, none of which would have been subject to vesting or other forfeiture conditions or repurchase by Valeant, (ii) no shares of Valeant Preferred Stock would have been issued and accompanying Oryx Rightsoutstanding, (iii) 28,086,863 shares of Valeant Common Stock would have been held by Valeant in its treasury, (iv) assuming that the “Current Market Price” (as defined in the the Indenture, dated as of November 19, 2003, among Valeant, Ribapharm Inc. and The Bank of New York, as trustee (the “Valeant Convertible Notes Indenture”)) was $46.14, 13,607,296 shares of Valeant Common Stock would have been issuable upon conversion of the Valeant Convertible Notes, (v) 1,710,585 shares of Valeant Common Stock would be underlying the Valeant Warrants (of which a total of 785,569 shares of Valeant Common Stock would have been issuable upon net share settlement of the Valeant Warrants on June 14, 2010 based on a share price of $46.14), (vi) 23,263,262 shares of Valeant Common Stock would have been reserved and available for issuance pursuant to options or rights the Valeant Stock Plans, of which (A) 7,728,955 shares would have been issuable upon exercise of outstanding as Valeant Stock Options and (B) 5,642,372 shares would have been issuable upon settlement of outstanding Valeant Restricted Stock Units, assuming (1) a price of $46.14 per share of Valeant Common Stock, and (2) the Oryx Measurement Date under treatment of Valeant Restricted Stock Units in accordance with Section 6.04, and (vii) 1,868,487 shares of Valeant Common Stock would have been reserved for issuance pursuant to the Benefit Plans of Oryx. Valeant ESPP. (c) All issued and outstanding shares of Valeant Capital Stock are, and all such shares that may be issued upon the capital stock conversion of Oryx are Valeant Convertible Notes, upon the exercise of Valeant Warrants, Valeant Stock Options or rights under the Valeant ESPP or upon the vesting of Valeant Restricted Stock Units will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class or issued in violation of, any purchase option, call option, right of capital stock is entitled to first refusal, preemptive rights. There were outstanding as right, subscription right or any similar right under any provision of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyDGCL, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyValeant Charter, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options Valeant By-laws or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which Oryx or any of its Subsidiaries Valeant is a party or by which otherwise bound. Except as set forth above in this Section 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of them is bound obligating Oryx Valeant or any of its Subsidiaries, directly or indirectly, Valeant Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Valeant or any Valeant Subsidiary or any securities of Valeant or any Valeant Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other equity interests in, Valeant or any Valeant Subsidiary, (y) any warrants, calls, options or other rights to acquire from Valeant or any Valeant Subsidiary, or any other obligation of Oryx Valeant or any Valeant 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, Valeant or any Valeant Subsidiary or (z) any rights issued by or other obligations of Valeant or any Valeant Subsidiary that are linked in any way to the price of any class of Valeant Capital Stock or any shares of capital stock of any Valeant Subsidiary, the value of Valeant, any Valeant Subsidiary or any part of Valeant or any Valeant Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Valeant or any Valeant Subsidiary. Except pursuant to the Valeant Stock Plans, there are not any outstanding obligations of Valeant or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Valeant Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Oryx Valeant or any Valeant Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. Except for the Valeant Convertible Notes, there are no debentures, bonds, notes or other Indebtedness of Valeant having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Valeant may vote (“Valeant Voting Debt”). Neither Valeant nor any of the Valeant Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Valeant. Except for this Agreement and the Standstill and Board Nomination Agreement, dated as of December 17, 2009, among Valeant, ValueAct Capital Master Fund, L.P., VA Partners I, LLC, ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, ValueAct Holdings, L.P. and ValueAct Holdings GP, LLC (the “Valeant Board Nomination Agreement”), neither Valeant nor any of the Valeant Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Valeant or any of its the Valeant Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date")date hereof, the authorized capital stock of Oryx consisted of (A) 250,000,000 shares of Oryx FTX consists of: 100,000,000 FTX Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") Shares and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 50,000,000 shares of Preferred Stock, $100 par value ("FTX Preferred Shares"), of which 5,000,000 shares have been designated as "$1.00 per share4.375 Convertible Exchangeable Preferred Stock" (the "FTX $4.375 Preferred Shares"). At the close of business on August 21, none 1997: (i) 23,302,866 FTX Common Shares were issued and outstanding, all of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, are fully paid and nonassessablenonassessable and are free of preemptive rights; and (ii) 1,001,690 FTX $4.375 Preferred Shares were issued and outstanding, all of which were validly issued, are fully paid and no class nonassessable and are free of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as As of the date of this Agreement, except for FTX $4.375 Preferred Shares and except for stock options covering not in excess of 1,829,677 FTX Common Shares (collectively, the "FTX Stock Options"), there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which Oryx FTX or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx FTX or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx FTX or any of its Subsidiaries such Subsidiary or obligating Oryx FTX or any of its Subsidiaries such Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, rightright or agreement. Each outstanding share of capital stock and all equity interests of each Subsidiary of FTX is duly authorized, commitmentvalidly issued, agreementfully paid and nonassessable and, arrangement except as disclosed in the FTX SEC Documents or undertakingthe FTX Letter (as such terms are hereinafter defined), each such share and all equity interests, and all of the equity interests in the IMC-Agrico Entities described in FTX SEC Documents as being owned by FTX, are beneficially owned by FTX or another Subsidiary of FTX, 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 Agreementits filing, there are no outstanding obligations of Oryx or any of its Subsidiaries Exhibit 21.1 to repurchaseFTX's Annual Report on Form 10-K for the year ended December 31, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action1996, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection as filed with the actions described SEC (the "FTX Annual Report"), is a true, accurate and correct statement in Sections 1.10(a) and 5.13all material respects of all of the information required to be set forth therein by the regulations of the SEC.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Giant consists of (A) 250,000,000 50,000,000 shares of Oryx Giant Common StockStock and 10,000,000 shares of preferred stock, par value $.01 per share, of which 106,233,579 Giant ("Giant Preferred Stock"). At the close of business on April 14, 1998, (i) 10,993,267 shares of Giant Common Stock were issued and outstanding, 17,468,095 (ii) 1,239,100 shares were held in the treasury of Oryx, 3,001,876 shares Giant Common Stock were held by a Subsidiary Giant in its treasury, (iii) no shares of OryxGiant Preferred Stock were designated, 5,111,438 issued, outstanding or held by Giant in its treasury, and (iv) 421,550 shares of Giant Common Stock were reserved for issuance upon the conversion of Oryxpursuant to Giant's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 1989 Stock Incentive Plan (the "Oryx DebenturesGiant Stock Plan"). Except as set forth above, at the close of business on April 14, 1998: (x) and 7,135,302 no shares of capital stock or other voting securities of Giant were issued, reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding outstanding; and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in there were no outstanding stock appreciation rights (other and to the aggregate the right extent that Giant phantom stock rights would be deemed to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debenturesconstitute such rights). Section 3.2(b) of the Oryx The Giant Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement DateApril 14, 1998, of the number of shares of Oryx Giant Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted outstanding options under the Oryx Benefit Plans or otherwise, the dates of grant Giant Stock Plan and the exercise prices thereof. No options or warrants or other rights to acquire All outstanding shares of capital stock from Oryx have been of Giant are, and all shares which may be issued or granted since will be, when issued, duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights. As of the Oryx Measurement Date to the date close of this Agreementbusiness on April 14, other than pursuant to the Oryx Stock Option Agreement. (ii) No 1998, there were no bonds, debentures, notes or other indebtedness of Oryx Giant having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of capital stock Giant may vote ("Oryx Voting Debt") are issued or outstanding. (iii) vote. Except as otherwise set forth in this Section 3.2(b)for options outstanding under the Giant Stock Plan, as of the date close of this Agreementbusiness on April 14, 1998, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx Giant or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating Oryx Giant or any of its Subsidiaries, directly or indirectly, subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx Giant or of any of its subsidiaries or obligating Giant or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date close of this Agreementbusiness on April 14, 1998, there are were no outstanding contractual obligations of Oryx Giant or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Giant or any of its Subsidiarieswholly owned subsidiaries. As of the 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. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date")date hereof, the authorized capital stock of Oryx Parent consisted of (A) 250,000,000 shares of Oryx Common StockClass A Ordinary Shares, par value $1.00 per share ("Parent Class A Shares"), of which 106,233,579 6,000 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 Class B Ordinary Shares, par value $1.00 per share ("Parent Class B Shares"), of which 6,000 shares were outstanding, (C) Class C Ordinary Shares, par value $1.00 per share ("Parent Class C Shares" and together with Parent Class A Shares and Parent Class B Shares, the "Parent Voting Ordinary Shares"), of Cumulative Preference Stockwhich 6,153 shares were outstanding, (D) Class D Non-Voting Ordinary Shares, par value $1.00 per share, of which 740.658 shares were outstanding, and (E) Class E Non-Voting Ordinary Redeemable Shares, par value $1.00 per share, of which zero shares were outstanding. As of the Effective Time and prior to the issuance of the Merger Consideration, the amended constitutive documents of Parent attached to the Parent Recapitalization Agreement shall have become effective, the Parent Recapitalization shall have occurred and the authorized capital stock of Parent shall consist of (x) 100,000,000 Parent Ordinary Shares, of which 6,139,425 shares will be outstanding, (y) 6,000,000 non-voting ordinary shares, par value $1.00 per share, of which 2,972,892 will be outstanding, and (z) 50,000,000 preferred shares, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryxwill be issued. All issued and outstanding shares of the capital stock of Oryx Parent are, and when Parent Ordinary Shares are issued in the Merger or upon exercise of Company Stock Options converted in the Merger pursuant to Section 1.9, such shares will be, duly authorized, validly issued, fully paid and nonassessable, non-assessable and no class free of capital stock is entitled to any preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b3.1(b), as of contemplated by Section 1.8, Section 1.9, Section 1.10 and pursuant to the date of this AgreementParent Recapitalization, there are no securities, options, warrants, calls, rights, rights commitments, agreements, arrangements or undertakings of any kind outstanding or to which Oryx Parent or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx Parent or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx Parent or any of its Subsidiaries or obligating Oryx Parent or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of Except pursuant to the date of this AgreementParent Recapitalization, there are no outstanding obligations of Oryx Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Parent or any of its Subsidiaries. There are no outstanding obligations of Parent or any of its Subsidiaries to provide funds or make any investment in any of its Subsidiaries or any other entity, nor has Parent or any of its Subsidiaries granted or agreed to grant to any Person any stock appreciation rights or similar equity based rights. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted OSI consists of (A) 250,000,000 30,000,000 shares of Oryx OSI Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, $.0001 par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")value, and (C) 15,000,000 3,000,000 shares of Preferred Stock▇▇▇▇▇, $.▇▇▇▇ par value $1.00 per share("OSI Preferred Stock"). As of March 14, none 1997, (i) 7,647,962 shares of OSI Common Stock were issued and outstanding, all of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, ; (ii) no shares of OSI Preferred Stock were issued and outstanding; (iii) no class shares of capital stock is entitled to preemptive rights. There OSI Common Stock or OSI Preferred Stock were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing held in the aggregate treasury of OSI or by subsidiaries of OSI; and (iv) 3,500,599 shares of OSI Common Stock were reserved for future issuance pursuant to the right OSI Stock Plans, including (A) 1,234,431 shares reserved for issuance under the 1992 Stock Option Plan, 1,148,421 of which were subject to purchase no more than 2,659,709 or reserved for outstanding options and 86,010 of which were reserved for future option grants; (collectivelyB) 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 "Oryx Stock Options") under Oryx's Long-Term 1996 Equity Incentive Plan, 1992 Long-Term Incentive Plan 800,000 of which were subject to or reserved for outstanding options and 1997 Long-Term Incentive Plan 1,200,000 of which were reserved for future issuance; (collectivelyD) 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 "Oryx Stock Option Plans") material terms of which warrants are described in the OSI Disclosure Letter. No change in such capitalization has occurred since such date other than the exercise and (z) termination of outstanding stock options and the Oryx Debenturesaccrual of rights under the OSI Purchase Plan, all in the ordinary course. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of All shares of Oryx OSI Common Stock subject to Oryx issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. The terms of the OSI Stock Options Option Plans permit the assumption or other 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 without any acceleration of 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 receive Oryx Common Stock granted approval of such participants or the OSI stockholders, or otherwise and without any acceleration of the exercise schedule in effect for such rights. The current two-year "offering period" under the Oryx Benefit Plans or otherwiseOSI Purchase Plan commenced on February 1, 1997 and, except for the dates of grant and purchase rights granted on such commencement date to participants in the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreementcurrent offering period, there are no other purchase rights or options outstanding under the OSI Purchase Plan. True and complete copies of all agreements and instruments relating to or issued under the OSI Stock Option Plans or OSI Purchase Plan have been made available to LRC and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form made available to LRC. (b) OSI owns beneficially and of record, directly or through a subsidiary, all outstanding shares of capital stock of each of its subsidiaries free and 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 capital stock of any OSI subsidiary or make any investment (in the form of a loan, capital contribution or otherwise), in any such subsidiary or any other entity other than guarantees of bank obligations of such subsidiaries entered into in the ordinary course of business. (c) Except as set forth in Section 2.2(a) or (b), there are no equity securities of any class of OSI or its subsidiaries, or any security exchangeable into or exercisable for 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, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx OSI or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating Oryx OSI or any of its Subsidiaries, directly or indirectly, subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx OSI or any of its Subsidiaries subsidiaries or obligating Oryx OSI or any of its Subsidiaries subsidiaries to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, equity security, call, right, commitment, commitment or agreement, arrangement or undertaking. As and to the knowledge of OSI, except for the date of Voting Agreements and related proxies contemplated by this Agreement, there are no outstanding obligations of Oryx voting trusts, proxies or any of its Subsidiaries other agreements or understandings with respect to repurchase, redeem or otherwise acquire any the capital shares of capital stock of Oryx OSI or any of its Subsidiariessubsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted MI Corp. consists of 700,000,000 shares of MI Common Stock and 5,000,000 shares of Preferred Stock (the “MI Preferred Stock”) of which, as of this date hereof, 2,000,000 shares of the MI Preferred Stock have been designated Series A Convertible Preferred Stock. At the close of business on March 28, 2007 (the “Capitalization Date”), (A) 250,000,000 256,673,530 shares of Oryx MI Common StockStock were issued and outstanding, all of which 106,233,579 were validly issued, fully paid and nonassessable (subject to the personal liability which may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL for debts incurred prior to June 14, 2006 (for debts incurred on or after such date, Section 180.0622(2)(b) of the WBCL has been repealed) owing to employees for services performed, but not exceeding six months’ service in any one case) and free of preemptive rights, (B) no shares of MI Preferred Stock were issued or outstanding, 17,468,095 (C) 5,298,894 shares of MI Common Stock were held in the treasury of Oryx, 3,001,876 MI Corp.; (D) 17,644,536 shares were held by a Subsidiary of Oryx, 5,111,438 shares MI Common Stock were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 pursuant to outstanding options (the "Oryx Debentures"“MI Options”) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx MI Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx plans and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (Cagreements listed in Section 4.2(b)(i) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 MI Disclosure Schedule (collectively, the "Oryx “MI Option Plans”); (E) 824,682 shares of MI Common Stock Options"were reserved for issuance pursuant to MI Corp.’s Amended and Restated 2000 Employee Stock Purchase Plan (the “MI Stock Purchase Plan”); (F) under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan the issued and 1997 Long-Term Incentive Plan outstanding MI Common Stock included 601,620 restricted shares issued to employees of MI Corp. (the “MI Restricted Stock”) pursuant to the plans and agreements listed in Section 4.2(b)(i) of the MI Disclosure Schedule (collectively, the "Oryx “MI Restricted Stock Option Plans") ”); and (zG) 10,800,000 shares of Common Stock were reserved for issuance pursuant to units of Common SPACES issued by MI Corp. and an Affiliate thereof (the Oryx Debentures“MI SPACES Plan”). Section 3.2(b) Except as set forth in the preceding sentence and except for shares reserved for issuance pursuant to outstanding registration statements of MI Corp., and additional shares issuable upon anti-dilution adjustment of the Oryx Disclosure Schedule sets forth a complete and correct listMI SPACES Plan, as of the Oryx Measurement Capitalization Date, of the number of (x) no shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or other voting securities of MI Corp. were issued, reserved for issuance or outstanding. , and (iiiy) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements puts or undertakings of any kind Contracts to which Oryx MI Corp. or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx MI Corp. or any of its Subsidiaries to issue, deliver, sell or redeem or otherwise acquire, or cause to be issued, delivered, sold or redeemed or otherwise acquired, any additional shares of capital stock or MI Voting Debt (or any securities convertible or exercisable or exchangeable for shares of capital stock of MI Corp. or any of its Subsidiaries or MI Voting Debt) of MI Corp. or any of its Subsidiaries or obligating MI Corp. or any of its Subsidiaries to grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement put or undertakingContract. As of the date Capitalization Date, the MI Stock Option Plans, MI Stock Purchase Plan and the MI Restricted Stock Plans are the only benefit plans of this Agreement, there are no outstanding obligations of Oryx MI Corp. or any of its Subsidiaries to repurchase, redeem or otherwise acquire under which any shares of capital stock of Oryx MI Corp. or any of its Subsidiaries are issuable or which provide for stock appreciation rights or other rights the value of which is determined in whole or in part by reference to the value of securities of MI Corp. or any of its Subsidiaries. Each share of MI Common Stock which may be issued pursuant to any MI Option Plan, MI Stock Purchase Plan, MI Restricted Stock Plan or MI SPACES Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid and nonassessable and free of preemptive rights. (ii) Except as set forth in clause (i) above, as of the Capitalization Date, no bonds, debentures, notes or other indebtedness of MI Corp. having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which shareholders of MI Corp. may vote (“MI Voting Debt”) are issued or outstanding. (iii) Other than the Transaction Agreements, as of the date hereof, there are no shareholder agreements, voting trusts or other Contracts to which MI Corp. is a party or by which it is bound relating to the voting or transfer of any shares of capital stock of MI Corp. (iv) No actionThe authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock, consent or approval all of which are owned beneficially and of record by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) MVT Holding and 5.13are validly issued, fully paid and nonassessable.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date")date hereof, the authorized capital stock of Oryx consisted Trenwick consists of (A) 250,000,000 30,000,000 shares of Oryx Common Stockcommon stock with a par value of $0.10 per share and 2,000,000 shares of preferred stock with a par value of $0.10 per share. As of December 15, 1999, (i) 17,388,981 shares of which 106,233,579 shares common stock were issued and outstanding, 17,468,095 (ii) no shares of common stock were held in the as treasury shares or by Subsidiaries of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)Trenwick, (Biv) 7,740,606 200,000 shares of Cumulative Preference Stock, par value $1.00 per share, none of which Series B Junior Participating Preferred Stock were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock shares of common stock pursuant to the Rights Agreement dated as of September 1124, 19901997 (the "Rights Agreement"), between Oryx Trenwick and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover First Chicago Trust Company)Company of New York, as Rights Agent, as amended and (v) no shares of preferred stock were issued or outstanding. Section 3.3(a) of the Trenwick Disclosure Letter sets forth each plan, arrangement or agreement pursuant to which options or stock appreciation rights with respect to Trenwick Shares may be granted or under which such options or stock appreciation rights have been granted and are outstanding (the "Oryx Rights AgreementTrenwick Option Plans"), ) and (C) 15,000,000 shares in the aggregate the maximum number of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital options and stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or appreciation rights outstanding as of the Oryx Measurement Date under date hereof and the Benefit class and number of Trenwick Shares reserved for issue pursuant to the Trenwick Option Plans (such options and rights being herein collectively referred to as the "Trenwick Options"), together with a listing of Oryxthe aggregate number of such Trenwick Options which shall vest at the Effective Time as a result of the Plan of Reorganization. All issued and Each of the outstanding shares of the capital stock of Oryx are duly authorizedeach Subsidiary of Trenwick, validly issuedother than the 110,000 redeemable preferred capital securities (liquidation amount $1,000 per security) issued by Trenwick Capital Trust I, fully paid and nonassessablea Delaware statutory business trust ("Trenwick Capital"), and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing as set forth in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b3.3(a) of the Oryx Trenwick Disclosure Schedule sets forth a complete Letter, is directly or indirectly owned by Trenwick, free and correct list, as clear of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreementall Liens. (iib) No Except as described in Section 3.3(b) of the Trenwick Disclosure Letter, no bonds, debentures, notes or other indebtedness of Oryx having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock stockholders may vote ("Oryx Voting Debt") of Trenwick or any of its Subsidiaries are issued or outstanding. (iiic) Except as otherwise set forth described in this Section 3.2(bSections 3.3(a), as (b) or (c) of the date of this AgreementTrenwick Disclosure Letter, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx Trenwick or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx Trenwick or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities any Voting Debt of Oryx Trenwick or any of its Subsidiaries or obligating Oryx Trenwick or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement . Except as set forth in this Agreement or undertaking. As in Section 3.3(c) of the date of this AgreementTrenwick Disclosure Letter, there are no outstanding contractual obligations of Oryx Trenwick or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Trenwick or any of its Subsidiaries. (ivd) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions Except as described in Sections 1.10(aSection 3.3(d) of the Trenwick Disclosure Letter or as specifically described in this Agreement and 5.13except for quarterly dividends in an amount not in excess of $0.26 per share, since September 30, 1999, Trenwick has not (i) made or agreed to make any share split or share dividend, or issued or permitted or agreed to permit to be issued any shares, or securities exercisable for or convertible into shares, of capital stock of Trenwick other than pursuant to and as required by the terms of any Trenwick Option; (ii) repurchased, redeemed or otherwise acquired any shares of capital stock of Trenwick; or (iii) declared, set aside, made or paid to the stockholders of Trenwick dividends or other distributions on the outstanding shares of capital stock of Trenwick.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the ----------------- Company consists of (A) 250,000,000 40,000,000 shares of Oryx Common Stock, of which 106,233,579 shares 13,489,604 Shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise outstanding as of the Oryx Stock Options or available for grant close of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)business on September 27, (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")1999, and (C) 15,000,000 5,000,000 shares of Preferred Stock, par value $1.00 0.001 per shareshare (the "Preferred Shares"), none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans close of Oryxbusiness on September 27, 1999. All issued and outstanding shares of the capital stock of Oryx outstanding Shares have been duly authorized and are duly authorized, validly issued, fully paid and nonassessable. Other than shares of Common Stock reserved for issuance pursuant to the Stock Option Agreement, and the Company has no class shares of capital stock is entitled Common Stock or Preferred Shares subject to preemptive rights. There were issuance, except (i) 3,355,069 shares of Common Stock reserved for issuance under the Company's 1997 Stock Incentive Plan, of which options to acquire 1,213,476 shares of Common Stock are outstanding as of the Oryx Measurement Date no optionsSeptember 27, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights1999, (yii) options representing in 150,000 shares of Common Stock reserved for issuance under the aggregate the right to purchase no more than 2,659,709 Company's 1997 Employee Stock Purchase Plan (collectively, the "Oryx ESPP"), of which 79,967 shares of Common Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, are available for purchase as of the Oryx Measurement DateSeptember 27, of the number of 1999, (iii) 70,000 shares of Oryx Common Stock subject reserved for issuance pursuant to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock options granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. Plans, of which options to acquire 70,000 shares of Common Stock are outstanding as of September 27, 1999 and (iv) 247,220 shares of Common Stock reserved for issuance upon exercise of the Warrants as of September 27, 1999. Schedule 6.1(b) sets forth a correct and complete list of (i) each outstanding option to purchase shares of Common Stock under the Stock Plans (as defined below) or pursuant to clause (iii) of the preceding sentence (each a "Company Option"), as of September 27, 1999, including the holder, date of grant, exercise price and number of shares of Common Stock subject thereto and (ii) No each Warrant as of September 27, 1999, including the holder, exercise price, and number of shares of Common Stock subject thereto. As of September 27, 1999, there are no shares of capital stock of the Company authorized, issued or outstanding except as set forth above and, except as set forth above, there are no preemptive rights or any outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character to which the Company is a party or may be bound relating to the issued or unissued capital stock or other securities of the Company and the Shares subject to the Stock Option Agreement shall not be subject to any preemptive rights. The Company does not have outstanding any bonds, debentures, notes or other indebtedness obligations, the holders of Oryx which have the right to vote (or convertible into or exercisable for securities having the right to vote vote) with the stockholders of the Company on any matters on which holders of capital stock may vote matter ("Oryx Voting Debt"). Except for the Company's 1997 Stock Incentive Plan (including its predecessor plan, the 1995 Stock Option/Stock Issuance Plan) are issued or outstanding. and the ESPP (iii) Except as otherwise set forth in this Section 3.2(bsuch plans collectively, the "Stock Plans"), as at or after the Effective Time, neither the Surviving Corporation nor Parent nor their respective affiliates will have any obligation to issue, transfer or sell any shares or securities of the date of this AgreementSurviving Corporation, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx Parent or any of its Subsidiaries is a party their respective affiliates pursuant to any Compensation and Benefit Plan (as defined in Section 6.1(h)(i)) which obligations were outstanding as of September 27, 1999. On or by which any prior to the consummation of them is bound obligating Oryx or any the Offer, the Company will have taken all actions as are required to adjust the terms of its Subsidiariesall outstanding Warrants to provide that the Warrants may be canceled in accordance with Section 5.1(a)(iii). Since September 27, directly or indirectly1999, to issue, deliver or sell, or cause to be the Company has not issued, delivered granted or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter entered into any such securityagreement relating to any subscription, option, warrant, call, right, commitment, agreement, arrangement convertible security or undertaking. As any agreement or commitment of any character to which the Company is a party or may be bound relating to the issued or unissued capital stock or other securities of the date of this Company, except for the Stock Option Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of 300,000,000 Company Shares and 5,000,000 shares of preferred stock, with no par value per share (“Company Preferred Shares”). As of the close of business on April 26, 2018, (A) 250,000,000 shares of Oryx Common Stock151,122,485 Company Shares were issued and outstanding (not including Company Shares held in treasury), of which 106,233,579 shares 12,329 were outstandingsubject to vesting, 17,468,095 shares repurchase or other lapse of restrictions pursuant to an award, (B) 49,651,917 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 167,913 Company Shares were issuable upon the treasury exercise of Oryxoutstanding options to purchase Company Shares, 3,001,876 which had a weighted average exercise price of $13.66, (E) 145,211 Company Shares were subject to outstanding restricted stock units or phantom stock in respect of Company Shares with only time-based vesting requirements, (F) 373,207 Company Shares were subject to outstanding performance shares in respect of Company Shares with any performance-based vesting requirements (assuming achievement of the applicable performance measures at the target level), (G) 1,094,757 Company Shares were held by a Subsidiary subject to outstanding market stock units in respect of OryxCompany Shares (assuming achievement of the applicable performance measures at the target level), 5,111,438 (H) no Company Shares were subject to rights or benefit pursuant to outstanding Company Other Awards, (I) 1,998,100 Company shares were reserved for issuance upon under the conversion of Oryx's 7Andeavor Amended and Restated 2011 Long-1/2% Convertible Subordinated Debentures due May 15Term Incentive Plan, 2014 (the "Oryx Debentures") and 7,135,302 shares no Company Shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)Andeavor 2006 Long-Term Incentive Plan, (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which no Company Shares were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise under the Amended and Restated 2010 Incentive Plan of Western Refining, Inc. and no Company Shares were reserved for issuance under the Amended and Restated Northern Tier Energy LP 2012 Long Term Incentive Plan (collectively, the “Stock Plans”) and (J) no other shares of capital stock or other voting securities of the rights (Company were issued, reserved for issuance or outstanding. Section 5.1(b)(i) of the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated Company Disclosure Letter contains a correct and complete list as of September 11the close of business on April 26, 19902018 of each Company Equity Award issued under the Stock Plans, between Oryx including the date of grant, number of Company Shares, and, where applicable, outstanding dividend equivalent rights, exercise price and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")vesting schedule. All outstanding Company Shares are, and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or all Company Shares reserved for issuance. Since , when issued upon exercise thereof or in accordance with the Oryx Measurement Date to the date of this Agreementrespective terms thereof, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are will be, duly authorized, validly issued, fully paid and nonassessablenon-assessable, free and no class clear of any lien, charge, pledge, security interest, claim or other encumbrance (a “Lien”). Each of the outstanding shares of capital stock is entitled to preemptive rights. There were outstanding as or other securities of each of the Oryx Measurement Date Company’s Subsidiaries (other than the MLP) is duly authorized, validly issued, fully paid and non-assessable and, except as disclosed in Section 5.1(b)(iii) of the Company Disclosure Letter, each of the outstanding shares of capital stock or other securities of each of the Company’s Significant Subsidiaries (other than the MLP) is owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of all Liens. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary, (3) preemptive or other outstanding rights, options, warrants warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or other rights of any kind that (x) give any Person the right to purchase, subscribe for or acquire from the Company or any Company Subsidiary, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, directly securities of, or indirectlyownership interests in, from Oryx or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Company Subsidiary or (4) obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Company Subsidiary. Neither the Company nor the MLP has outstanding any bonds, debentures, notes or other than (x) obligations the Oryx Rights, (y) options representing in the aggregate holders of which have the right to purchase vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or the unitholders of the MLP on any matter. There are no more than 2,659,709 voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Company Subsidiary. (collectivelyii) As of the close of business on April 26, 2018, there were (A) 217,187,916 common units of Andeavor Logistics LP (the "Oryx Stock Options"“MLP”) issued and outstanding, of which 127,889,386 were owned directly or indirectly by the Company, (B) no subordinated units of the MLP issued and outstanding, (C) 2,202,880 general partnership units issued and outstanding, (D) 600,000 Series A Preferred units issued and outstanding, (E) 80,000 TexNew Mex units issued and outstanding, (F) 306,328 common units of MLP subject to outstanding MLP phantom units (assuming, if applicable, achievement of the applicable performance measures at the target level) and (G) 812,393 common units of the MLP reserved for issuance under Oryx's Long-Term Incentive Plan, 1992 the Andeavor Logistics LP 2011 Long-Term Incentive Plan and 1997 no common units of the MLP reserved for issuance under the Western Refining Logistics LP 2013 Long-Term Incentive Plan (collectively, the "Oryx Stock Option “MLP Unit Plans") and (z) the Oryx Debentures”). Section 3.2(b5.1(b)(ii) of the Oryx Company Disclosure Schedule sets forth Letter contains a correct and complete and correct list, list as of the Oryx Measurement Dateclose of business on April 26, 2018 of each outstanding phantom unit or other award (including outstanding distribution equivalent rights) under the MLP Unit Plans, including the type of award, number of units, and, where applicable, vesting schedule. The sole general partner of the number MLP is Andeavor Logistics GP, LLC, which is a wholly owned subsidiary of shares the Company. All of Oryx Common Stock subject the outstanding equity interests of the MLP are duly authorized and validly issued, free and clear of all Liens in accordance with the MLP’s Third Amended and Restated Agreement of Limited Partnership, dated December 1, 2017 (the “Partnership Agreement”) and are fully paid and non-assessable (to Oryx Stock Options the extent required by the Partnership Agreement). Except as set forth above in this Section 5.1(b)(ii), and for changes after the date hereof in compliance with Section 6.1(a), there are no equity interests in, or other rights to purchase any securities convertible into or receive Oryx Common Stock granted under the Oryx Benefit Plans exchangeable or otherwiseexercisable for any equity interests in, the dates MLP. Each Subsidiary of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since MLP is wholly owned by the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstandingMLP. (iii) Except as otherwise set forth in this Section 3.2(b), as 5.1(b)(iii) of the date Company Disclosure Letter sets forth each material Company Subsidiary that is not wholly owned by the Company or another wholly owned Subsidiary of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiariesthe Company (other than the MLP). The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”) in order to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or consummate the Merger and the other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of transactions contemplated by this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted HFS consists of (A) 250,000,000 600,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx HFS Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 and 10,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 per shareshare ("HFS Preferred Stock"). At the close of business on May 21, none 1997: (i) 158,291,401 shares of which HFS Common Stock were outstanding issued and 120,000 outstanding; (ii) no shares of HFS Common Stock were held by HFS in its treasury; (iii) no shares of HFS Preferred Stock were issued and outstanding; (iv) 40,013,543 shares of HFS Common Stock were reserved for issuance pursuant to the HFS 1992 Stock Option Plan and the HFS 1993 Stock Option Plan, complete and correct copies of which have been designated Series A Junior Cumulative Preference delivered to CUC (such plans, collectively, the "HFS Stock Plans"); and (v) 8,080,102 shares of HFS Common Stock were reserved for issuance upon exercise conversion of the rights (the "Oryx Rights") distributed to the holders HFS's 4-1/2% Convertible Senior Notes due 1999 and 3,598,320 shares of Oryx HFS Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date issuance upon conversion of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 HFS's 4-3/4% Convertible Senior Notes due 2003 (collectively, the "Oryx Stock OptionsHFS Convertible Securities") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures). Section 3.2(b3.1(c) of the Oryx HFS Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement DateMay 21, 1997, of the number of shares of Oryx HFS Common Stock subject to Oryx Stock Options employee stock options or other rights to purchase or receive Oryx HFS Common Stock granted under the Oryx Benefit HFS Stock Plans or otherwise(collectively, "HFS Employee Stock Options"), the dates of grant and the exercise prices thereof. No All outstanding shares of capital stock of HFS are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in this Section 3.1(c) and except for changes since May 21, 1997 resulting from the issuance of shares of HFS Common Stock pursuant to the HFS Employee Stock Options, the HFS Convertible Securities or as permitted by Section 4.1(a)(i)(y) and 4.1(a)(ii), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of HFS, (B) any securities of HFS or any HFS subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of HFS, (C) any warrants, calls, options or warrants or other rights to acquire from HFS or any HFS subsidiary, and any obligation of HFS or any HFS subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date voting securities of this AgreementHFS, other than pursuant to the Oryx Stock Option Agreement. and (iiy) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings outstanding obligations of any kind to which Oryx HFS or any of its Subsidiaries is a party HFS subsidiary to repurchase, redeem or by which otherwise acquire any of them is bound obligating Oryx such securities or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstanding (A) securities of HFS or any HFS subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of Oryx or ownership interests in any HFS subsidiary, (B) warrants, calls, options or other rights to acquire from HFS or any HFS subsidiary, and any obligation of its Subsidiaries or obligating Oryx HFS or any of its Subsidiaries HFS subsidiary to issue, grantany capital stock, extend voting securities or enter other ownership interests in, or any securities convertible into or exchangeable or exercisable for any such securitycapital stock, optionvoting securities or ownership interests in, warrant, call, right, commitment, agreement, arrangement any HFS subsidiary or undertaking. As of the date of this Agreement, there are no outstanding (C) obligations of Oryx HFS or any of its Subsidiaries HFS subsidiary to repurchase, redeem or otherwise acquire any shares such outstanding securities of capital stock HFS subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither HFS nor any HFS subsidiary is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx the HFS Employee Stock Options and the HFS Convertible Securities, antidilutive rights with respect to, any securities of the type referred to in the two preceding sentences. Other than the HFS subsidiaries, HFS does not directly or Oryx Debentures is required indirectly beneficially own any securities or other beneficial ownership interests in connection with any other entity except for non-controlling investments made in the actions described ordinary course of business in Sections 1.10(a) entities which are not individually or in the aggregate material to HFS and 5.13its subsidiaries as a whole.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted CBI consists of (A) 250,000,000 485,000,000 shares of Oryx capital stock consisting of: (1) 480,000,000 shares of CBI Common Stock, (2) 1,000,000 shares of non-voting preferred stock without par value (the "Non-Voting Preferred Stock") and (3) 4,000,000 shares of voting preferred stock without par value (the "Voting Preferred Stock" and, together with the Non-Voting Preferred Stock, the "CBI Preferred Stock") of which 106,233,579 2,000,000 shares have been designated as Series A Preferred Stock (the "CBI Series A Preferred Stock"). At the close of business on July 15, 1999, (i) 137,792,751 shares of CBI Common Stock were issued and outstanding, 17,468,095 ; (ii) no shares were held in the treasury of Oryx, 3,001,876 shares CBI Common Stock were held by a Subsidiary CBI in its treasury; (iii) no shares of Oryx, 5,111,438 CBI Preferred Stock were issued and outstanding; (iv) 2,000,000 shares of CBI Series A Preferred Stock were reserved for issuance upon in connection with the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx shares of CBI Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock issued pursuant to the Rights Agreement dated as of September 11April 29, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended 1997 (the "Oryx CBI Rights Agreement"), between CBI and The Fifth Third Bank, as rights agent; and (Cv) 15,000,000 no shares of Preferred Stock, par value $1.00 per share, none of which CBI Common Stock were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date issuance pursuant to the date CBI 1989 Stock Option Plan, the CBI 1997 Stock Option Plan for Non-Employee Directors, the CBI 1997 Long Term Incentive Plan, the CBI Executive Deferred Compensation Plan and grants of this Agreementoptions made to individual employees (such plans and arrangements, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx CBI Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (zof which 10,629,687 shares of CBI Common Stock are subject to outstanding CBI Stock Options). There are no outstanding stock appreciation rights or rights (other than the CBI Stock Options) to receive shares of CBI Common Stock on a deferred basis granted under the Oryx DebenturesCBI Stock Plans or otherwise. Section 3.2(b3.02(b) of the Oryx CBI Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement DateJuly 15, 1999, of the number of shares of Oryx Common Stock subject to Oryx Stock Options all outstanding stock options or other rights to purchase or receive Oryx CBI Common Stock granted under the Oryx Benefit CBI Stock Plans or otherwise(collectively, the dates of grant and the exercise prices thereof"CBI Stock Options"). No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx CBI having the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) on any matters on which holders stockholders of CBI or any of its Subsidiaries may vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of CBI are, and all shares which may vote be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens ("Oryx Voting Debt"other than Liens created by or imposed upon the holders thereof) are issued or outstanding. (iii) and not subject to preemptive rights. Except as otherwise set forth in this Section 3.2(b3.02(b) (including pursuant to the conversion or exercise of the securities referred to above), as of the date of this Agreement, (x) there are no securitiesnot issued, options, warrants, calls, rights, commitments, agreements, arrangements reserved for issuance or undertakings outstanding (A) any shares of any kind to which Oryx capital stock or other voting securities of CBI or any of its Subsidiaries is a party (other than shares of capital stock or other voting secur ities of such Subsidiaries that are directly or indirectly owned by which CBI), (B) any securities of CBI or any of them is bound obligating Oryx its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, CBI or any of its Subsidiaries or (C) any warrants, calls, options or other rights to acquire from CBI or any of its Subsidiaries, directly and no obligation of CBI or indirectlyany of its Subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, CBI or any of its Subsidiaries, (y) there are not any outstanding obligations of CBI 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 and (z) CBI is not a party to any voting agreement with respect to the voting of any such securities. Other than the capital stock of, or other equity interests in, its Subsidiaries, CBI does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity. (ii) The authorized capital stock of Sub consists of 1,000 shares of common stock, par value $.01 per share ("Sub Common Stock"). There are issued and outstanding 1,000 shares of Sub Common Stock. All such shares are owned by CBI. Sub does not have issued or outstanding any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Sub to issue, transfer or sell any shares of Sub Common Stock. Sub does not have bonds, debentures, notes or other indebtedness outstanding. (iii) Section 3.02(b)(iii) of the CBI Disclosure Schedule sets forth a true and complete list of each of CBI's Subsidiaries as of the date hereof. All the outstanding shares of capital stock of, or other voting securities equity interests in, each Subsidiary of Oryx CBI have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by CBI, free and clear of any Liens and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests. Except for the capital stock or other ownership interests of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issueSubsidiaries, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As as of the date of this Agreementhereof, there are no outstanding obligations of Oryx CBI does not beneficially own directly or indirectly any of its Subsidiaries to repurchasematerial capital stock, redeem membership interest, partnership interest, joint venture interest or otherwise acquire other material equity interest in any shares of capital stock of Oryx or any of its Subsidiariesperson. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8April 30, 1998 (the "Oryx Measurement Date")1998, the authorized capital stock of Oryx Purchaser consisted of (Aa) 250,000,000 shares an unlimited number of Oryx Common StockPurchaser Shares, of which 106,233,579 346,301,125 shares were outstanding and (b) an unlimited number of first preferred shares and second preferred shares, each without nominal or par value, of which no shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date April 30, 1998 to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx Purchaser or any other securities of Oryx other than issuances Purchaser, except for the issuance of shares Purchaser Shares in an amount not exceeding 1,000,000 Purchaser Shares in connection with the exercise of options and the conversion of Liquid Yield Option Notes issued by a Subsidiary of Purchaser (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx"LYON▇"). All issued and outstanding shares of the capital stock of Oryx Purchaser Shares are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Purchaser is entitled to preemptive rights, other than as provided by Law. There were outstanding as of the Oryx Measurement Date April 30, 1998 no options, warrants or other rights rights, agreements, arrangements or commitments to acquire capital stockstock from Purchaser, directly or indirectly, from Oryx other than (x) the Oryx Rights, (ya) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") 38,578,917 Purchaser Shares and (zb) the Oryx DebenturesLYON▇, ▇▇ich were convertible into an aggregate of 313,961 Purchaser Shares. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options Other than options or warrants or other rights to purchase or receive Oryx Common Stock granted under acquire no more than 50,000 Purchaser Shares in the Oryx Benefit Plans or otherwiseaggregate, since April 30, 1998 to the dates date of grant and the exercise prices thereof. No this Agreement, no options or warrants or other rights to acquire capital stock from Oryx Purchaser have been issued or granted since the Oryx Measurement Date and no agreements or commitments have been entered into by Purchaser to the date issue capital stock of this Agreement, other than pursuant to the Oryx Stock Option AgreementPurchaser. (ii) All issued and outstanding shares of capital stock, partnership interests, membership interests, joint venture interests and other equity interests of each of Purchaser's material Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by Purchaser or another Subsidiary of Purchaser free and clear of all Encumbrances, in each case other than as provided 40 33 by Law or the terms of any applicable partnership or similar agreement as in effect on the date hereof. (iii) No bonds, debentures, notes or other indebtedness of Oryx Purchaser having the right to vote on any matters on which holders of capital stock shareholders may vote ("Oryx Voting Debt") are issued or outstanding. (iiiiv) Except as otherwise set forth in this Section 3.2(b)3.3(e) or as permitted by this Agreement, as and other than, in the case of Purchaser's non-material Subsidiaries, pursuant to the terms of any partnership or similar agreement in effect on the date of this Agreementhereof, and other than as provided by Law, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx Purchaser or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx Purchaser or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or other voting securities of Oryx Purchaser or any of its Subsidiaries or obligating Oryx Purchaser or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As There are no commitments, agreements, arrangements or undertakings of any kind relating to Purchaser's right to vote or dispose of shares or other voting securities of Purchaser or its Subsidiaries, other than, in the case of its Subsidiaries, pursuant to the terms of the articles of organization, by-laws or other organizational document of such entity (including such entity's partnership agreement, if such entity is a partnership) in effect on the date of hereof, and other than as provided by Law. Except as permitted by this Agreement, there are no outstanding obligations of Oryx Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares or other equity interests of capital stock of Oryx Purchaser or any of its Subsidiaries, other than, in the case of non-material Subsidiaries, pursuant to the terms of its articles of organization, by-laws or other organizational document of such entity (including such entity's partnership agreement if such entity is a partnership) in effect on the date hereof, and other than as provided by Law. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8December 16, 1998 (the "Oryx Measurement Date")1999, the authorized capital stock of Oryx PNU consisted of (A) 250,000,000 1,500,000,000 shares of Oryx PNU Common Stock, Stock of which 106,233,579 519,388,807 shares were outstanding, 17,468,095 outstanding and 8,353 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") PNU and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 100,000,000 shares of Cumulative Preference Preferred Stock, par value $1.00 0.01 per share, none of which were outstanding and 120,000 (1) 7,500 shares of which have been designated as Series A Junior Cumulative Preference Convertible Perpetual Preferred Stock, par value $0.01 per share (the "PNU Convertible Preferred Stock"), of which 6,697.920285 (as of December 15, 1999) shares of PNU Convertible Preferred Stock were outstanding, and (2) 5,193,888 shares have been authorized as Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "Oryx PNU Rights") distributed to the holders of Oryx PNU Common Stock pursuant to the Rights Agreement dated as of September 11March 4, 1990, 1997 between Oryx PNU and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company)Harr▇▇ ▇▇▇st & Savings Bank, as Rights Agent, as amended Agent (the "Oryx PNU Rights Agreement"). As of December 16, and (C) 15,000,000 1999, PNU had reserved or has available 9,711,984 shares of PNU Common Stock for issuance upon conversion of the PNU Convertible Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date December 16, 1999 to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx PNU or any other securities of Oryx PNU other than issuances of shares (and accompanying Oryx PNU Rights) upon conversion of the PNU Convertible Preferred Stock or pursuant to options or rights outstanding as of the Oryx Measurement Date December 16, 1999 under the Benefit Plans of OryxPNU Stock Incentive Plans. All issued and outstanding shares of the capital stock of Oryx PNU are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date December 16, 1999 no options, warrants or other rights to acquire capital stock, directly or indirectly, stock from Oryx PNU other than (x) the Oryx PNU Rights, (y) the PNU Convertible Preferred Stock and (z) options and other rights representing in the aggregate the right to purchase no more than 2,659,709 26, 770, 608 shares of PNU Common Stock (collectively, the "Oryx PNU Stock Options") (including stock appreciation rights (the "PNU SARs") and deferred shares of PNU Common Stock (the "PNU Deferred Shares")), in each case granted under Oryx's the Pharmacia & Upjohn, Inc. Long-Term Incentive Plan, 1992 Long-Term Incentive the Pharmacia & Upjohn, Inc. Equity Compensation Plan and 1997 Long-Term Incentive the Pharmacia & Upjohn, Inc. Directors Equity Compensation and Deferral Plan (collectively, the "Oryx PNU Stock Option Incentive Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof). No options or warrants or other rights to acquire capital stock from Oryx PNU have been issued or granted since the Oryx Measurement Date December 16, 1999 to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx PNU having the right to vote on any matters on which holders stockholders of capital stock PNU may vote ("Oryx PNU Voting Debt") are issued or outstanding. (iii) Except for the 12% Senior Convertible Notes of Sugen, Inc. due 2002 and warrants to acquire $2,656,250 principal amount of such 12% Senior Convertible Notes or as otherwise set forth in this Section 3.2(b3.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx PNU or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx PNU or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx PNU or any of its Subsidiaries or obligating Oryx PNU or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx PNU or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx PNU or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Parent consists of (A) 250,000,000 480,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Parent Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 and 30,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 per share, none of Parent (the "Parent Authorized Preferred Stock"), of which were outstanding and 120,000 2,500,000 shares of which have been designated as $3.50 Cumulative Convertible Preferred Stock (the "Parent Convertible Preferred Stock") and 1,200,000 shares have been designated as Series A Junior Cumulative Preference Participating Preferred Stock (the "Parent Junior Preferred Stock"). At the close of business on November 20, 1997, and without giving effect to adjustments that will be required in connection with the Stock Split: (i) 159,915,778 shares of Parent Common Stock were issued and outstanding; (ii) 3,707,685 shares of Parent Common Stock were issued and held by Parent in its treasury or by subsidiaries of Parent; (iii) 2,499,372 shares of Parent Convertible Preferred Stock were issued and outstanding; (iv) no shares of Parent Junior Preferred Stock were issued and outstanding; (v) 5,859,052 shares of Parent Common Stock were reserved for issuance upon conversion of the Parent Convertible Preferred Stock; (vi) 13,995,990 shares of Parent Common Stock were reserved for issuance upon conversion of Parent's 6% Convertible Subordinated Debentures, Due 2005 (the "Parent Convertible Debentures" and, together with the Parent Convertible Preferred Stock, the "Parent Convertible Securities"); (vii) 11,305,720 shares of Parent Common Stock reserved for issuance upon exercise of the rights warrants (the "Oryx RightsParent Warrants"); (viii) distributed to the holders of Oryx Common Stock 23,570,792 shares were reserved for issuance pursuant to the Rights Agreement dated as stock-based plans identified in Section 3.3(c) of September 11the Parent Disclosure Schedule (such plans, 1990collectively, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights AgreementParent Stock Plans"), of which 12,912,597 shares are subject to outstanding employee or director stock options, deferred stock awards or other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans (collectively, "Parent Stock Options"); and (Cviii) 15,000,000 other than as set forth above, no other shares of Parent Authorized Preferred Stock, par value $1.00 per share, none of which were outstanding, Stock have been designated or reserved for issuanceissued. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of All outstanding shares of the capital stock of Oryx or any other securities of Oryx other than issuances of Parent are, and all shares (and accompanying Oryx Rights) thereof which may be issued pursuant to options this Agreement or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are otherwise will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b3.3(c), as of except for the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.declaration by

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Pine consists of 1,250,000,000 shares of Pine Common Stock and 200,000,000 shares of preferred stock, par value $0.01 per share (the “Pine Preferred Stock” and together with the Pine Common Stock, the “Pine Capital Stock”). At the close of business on October 23, 2008, (i) 142,133,922 shares of Pine Common Stock were issued and outstanding, of which none were subject to restrictions based on performance or continuing service, (ii) no shares of Pine Preferred Stock were issued and outstanding, (iii) 11,791,339 shares of Pine Common Stock were held by Pine in its treasury, (iv) 15,999,400 shares of Pine Common Stock were reserved and available for issuance pursuant to the Pine Stock Plans, of which (A) 250,000,000 6,731,618 shares were issuable upon exercise of outstanding Pine Stock Options and (B) 1,649,119 shares were issuable upon vesting of Pine Restricted Stock Units assuming, for Pine Restricted Stock Units for which the performance adjustment period has not elapsed, achievement of performance goals at “target” and (v) 745,936 shares of Oryx Pine Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares Stock were reserved for issuance upon pursuant to the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 Pine 2008 Employee Stock Purchase Plan (the "Oryx Debentures") and 7,135,302 “Pine ESPP”). Except as set forth in this Section 4.03(a), at the close of business on October 23, 2008, no shares of capital stock or voting securities of, or other equity interests in, Pine were issued, reserved for issuance upon or outstanding. From the exercise close of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)business on October 23, (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date 2008 to the date of this Agreement, there have been no issuances by Pine of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, Pine, other than issuances the issuance of shares (and accompanying Oryx Rights) pursuant to options Pine Common Stock upon the exercise of Pine Stock Options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans Pine ESPP or upon the vesting of Oryx. Pine Restricted Stock Units, in each case outstanding at the close of business on October 23, 2008 and in accordance with their terms in effect at such time. (b) All issued and outstanding shares of Pine Common Stock are, and, at the capital stock time of Oryx are issuance, all such shares that may be issued upon the exercise of Pine Stock Options or pursuant to the Pine Stock Plans or the Pine ESPP or upon the vesting of Pine Restricted Stock Units will be, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class or issued in violation of, any purchase option, call option, right of capital stock is entitled to first refusal, preemptive rights. There were outstanding as right, subscription right or any similar right under any provision of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyDGCL, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyPine Charter, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options Pine By-laws or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which Oryx or any of its Subsidiaries Pine is a party or by which otherwise bound. Except as set forth above in this Section 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of them is bound obligating Oryx Pine or any of its Subsidiaries, directly or indirectly, Pine Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Pine or any Pine Subsidiary or any securities of Pine or any Pine Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other equity interests in, Pine or any Pine Subsidiary, (y) any warrants, calls, options or other rights to acquire from Pine or any Pine Subsidiary, or any other obligation of Oryx Pine or any Pine 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, Pine or any Pine Subsidiary or (z) any rights issued by or other obligations of Pine or any Pine Subsidiary that are linked in any way to the price of any class of Pine Capital Stock or any shares of capital stock of any Pine Subsidiary, the value of Pine, any Pine Subsidiary or any part of Pine or any Pine Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Pine or any Pine Subsidiary. Except for acquisitions, or deemed acquisitions, of Pine Common Stock or other equity securities of Pine in connection with (i) the payment of the exercise price of Pine Stock Options with Pine Common Stock (including but not limited to in connection with “net exercises”), (ii) required tax withholding in connection with the exercise of Pine Stock Options and vesting of Pine Restricted Stock Units and (iii) forfeitures of Pine Stock Options and Pine Restricted Stock Units, there are not any outstanding obligations of Pine or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Pine Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Oryx Pine or any Pine Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. With respect to Pine Stock Options, (i) each grant of a Pine Stock Option was duly authorized no later than the Grant Date for such option by all necessary corporate action, including, as applicable, approval by the Pine Board (or a duly constituted and authorized committee thereof), and (ii) the per share exercise price of each Pine Stock Option was at least equal to the fair market value of a share of Pine Common Stock on the applicable Grant Date. There are no debentures, bonds, notes or other Indebtedness of Pine having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Pine may vote (“Pine Voting Debt”). Neither Pine nor any of the Pine Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Pine. Neither Pine nor any of the Pine Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Pine or any of its the Pine Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. The authorized capital stock of N2OFF consists of (i) As 495,000,000 shares of October 8common stock, 1998 $0.0001 par value, of which (a) 15,335,618 shares are issued and outstanding as of the "Oryx Measurement Date")date hereof, (b) 12,396,058 shares are subject to Options or warrants or other Convertible Securities, which are outstanding as of the date hereof, and (c) 2,572 shares are the subject of commitments that N2OFF has committed to issue to certain recipients, other than the Sellers, following the date hereof, and (ii) 5,000,000 shares of preferred stock, $0.0001 par value, of which none are issued and outstanding. Immediately following the Closing, the authorized capital stock of Oryx consisted N2OFF will consist of (Ai) 250,000,000 495,000,000 shares of Oryx Common Stockcommon stock, $0.0001 par value, of which 106,233,579 (a) 52,314,615 shares were will be issued and outstanding, 17,468,095 (b) 40,130,306 shares were held will be subject to Options or warrants or other Convertible Securities, and (c) 2,572 shares which will be the subject of commitments that N2OFF has committed to issue to certain recipients, other than the Sellers, following the Closing, and (ii) 5,000,000 shares of preferred stock, $0.0001 par value, none of which none will be issued and outstanding. Except as disclosed in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans N2OFF Reports (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreementset forth herein, there have been are no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes notes, Convertible Securities, Options, or other indebtedness or other securities of Oryx N2OFF having the right to vote or the right to participate in or receive dividends (or convertible into, or exchangeable for, securities having the right to vote or the right to participate in or receive dividends) on any matters on of which holders stockholders of capital stock may N2OFF are entitled to vote ("Oryx Voting Debt") are issued or outstanding. (iii) on. Except as otherwise disclosed in N2OFF Reports and as set forth in this Section 3.2(b), as of the date of this Agreementherein, there are no outstanding securities, optionsConvertible Securities, Options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries N2OFF is a party or by which any of them it is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, N2OFF to issue, deliver or sell, or cause to be issued, delivered or sold, shares additional Common Stock of capital stock N2OFF or other equity or voting securities of Oryx or any of its Subsidiaries N2OFF or obligating Oryx or any of its Subsidiaries N2OFF to issue, grant, extend or enter into any such securityConvertible Securities, optionOption, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding obligations contractual obligations, commitments, understandings or arrangements of Oryx or any of its Subsidiaries N2OFF to repurchase, redeem or otherwise acquire or make any payment in respect of any Common Stock of N2OFF or any other securities of N2OFF. Except for registration rights granted to L.I.A. Pure Capital Ltd. with respect to warrants to purchase 1,850,000 shares of capital stock Common Stock and corresponding anti-dilution rights as disclosed in the N2OFF Reports, there are no agreements or arrangements pursuant to which N2OFF is or could be required to register its Common Stock or other securities under the Securities Act of Oryx 1933, as amended (the “Securities Act”) or other agreements or arrangements with or among any holders of its SubsidiariesN2OFF or with respect to any securities of N2OFF. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (a) As of the date hereof, the authorized share capital of the Company is $40,000 comprised of 200,000,000 ordinary shares with a par value of $0.20 per share. As of March 10, 1998, (i) As of October 8, 1998 36,080,267 Class A Ordinary Shares were issued and outstanding (the "Oryx Measurement Date"), the authorized capital stock of Oryx consisted of (A) 250,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance other than Class A Ordinary Shares issued upon the exercise of the Oryx Stock Company Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined belowherein) since ▇▇▇▇▇ ▇▇, ▇▇▇▇), (B▇▇) 7,740,606 shares of Cumulative Preference Stock1,190,292 Class B Ordinary Shares were issued and outstanding, par value $1.00 per share, none of which (iii) 1,860,000 Class C Ordinary Shares were issued and outstanding and 120,000 shares of which have been designated Series (iv) 38,547,076 Class A Junior Cumulative Preference Stock and Ordinary Shares were reserved for issuance issue upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock Class A Ordinary Shares pursuant to the Rights Agreement dated as of September 1112, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended 1996 (the "Oryx Rights Agreement"), between the Company and (C) 15,000,000 shares The Bank of Preferred StockNew York, par value $1.00 per share, none as Rights Agent. As of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date hereof, JPM is the sole record owner of this AgreementClass B Ordinary Shares and Class C Ordinary Shares. Section 3.3(a) of the Company Disclosure Letter sets forth each plan, there 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 no issuances granted and are outstanding and in the aggregate the maximum number of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (options and accompanying Oryx Rights) pursuant to options or share appreciation rights outstanding as of the Oryx Measurement Date under date hereof, and the class and number of Shares reserved for issue pursuant to the plan, arrangement or agreement (such options and rights being herein collectively referred to as the "Company Options"), together with a listing of the aggregate number of such Company Options which shall vest at the Effective Time as a result of the Company Scheme. Except as set forth in this Section 3.3, or in Section 3.3(a) of the Company Disclosure Letter, (i) no Shares have been issued and are outstanding except for subsequent issues, if any, pursuant to reservations, share option agreements or other Employee Benefit Plans of Oryx. All issued and outstanding shares of existing on the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessabledate hereof, and no class of capital stock is entitled to preemptive rights. There were outstanding as of (ii) the Oryx Measurement Date no optionsCompany and its Subsidiaries have not issued or granted any option, warrants warrant, convertible security or other rights to acquire capital stock, directly right or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate agreement which affords any person the right to purchase no more or otherwise acquire any Shares or any other security of the Company other than 2,659,709 (collectively, options not prohibited by this Agreement and granted in the "Oryx Stock Options") ordinary course of business under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan share option and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx DebenturesEmployee Benefit Plans in existence on such date. Except as set forth in this Agreement or Section 3.2(b3.3(a) of the Oryx Company Disclosure Schedule sets forth a complete and correct listLetter, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock Company is not subject to Oryx Stock Options any obligation (contingent or other rights otherwise) to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans otherwise acquire or otherwise, the dates retire or register for public sale any of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreementits securities. (iib) No Except as described in Section 3.3(b) of the Company Disclosure Letter, no bonds, debentures, notes or other indebtedness of Oryx having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock shareholders may vote ("Oryx Voting Debt") of the Company are issued or outstanding. (iiic) Except as otherwise set forth described in this Section 3.2(bSections 3.3(a), as (b) or (c) of the date of this AgreementCompany Disclosure Letter, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx or any of its Subsidiaries the Company is a party or by which any of them it is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, 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 Oryx or any Voting Debt of its Subsidiaries the Company or obligating Oryx or any of its Subsidiaries the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement . Except as set forth in this Agreement or undertaking. As in Section 3.3(c) of the date of this AgreementCompany Disclosure Letter, at the Effective Time, there are will be no outstanding contractual obligations of Oryx or any of its Subsidiaries the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiariesthe Company. (ivd) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions Except as described in Sections 1.10(aSection 3.3(d) of the Company Disclosure Letter or as specifically described in this Agreement and 5.13except for quarterly dividends in an amount not in excess of $.825 per share, since March 10, 1998, 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 the Company; or (iii) declared, set aside, made or paid to the shareholders of the Company dividends or other distributions on the outstanding shares of the Company.

Capital Structure. (i) As of October 8December 16, 1998 (the "Oryx Measurement Date")1999, the authorized capital stock of Oryx PNU consisted of (A) 250,000,000 1,500,000,000 shares of Oryx PNU Common Stock, Stock of which 106,233,579 519,388,807 shares were outstanding, 17,468,095 outstanding and 8,353 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") PNU and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 100,000,000 shares of Cumulative Preference Preferred Stock, par value $1.00 0.01 per share, none of which were outstanding and 120,000 (1) 7,500 shares of which have been designated as Series A Junior Cumulative Preference Convertible Perpetual Preferred Stock, par value $0.01 per share (the "PNU Convertible Preferred Stock"), of which 6,697.920285 (as of December 15, 1999) shares of PNU Convertible Preferred Stock were outstanding, and (2) 5,193,888 shares have been authorized as Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "Oryx PNU Rights") distributed to the holders of Oryx PNU Common Stock pursuant to the Rights Agreement dated as of September 11March 4, 1990, 1997 between Oryx PNU and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover ▇▇▇▇▇▇ Trust Company)& Savings Bank, as Rights Agent, as amended Agent (the "Oryx PNU Rights Agreement"). As of December 16, and (C) 15,000,000 1999, PNU had reserved or has available 9,711,984 shares of PNU Common Stock for issuance upon conversion of the PNU Convertible Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date December 16, 1999 to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx PNU or any other securities of Oryx PNU other than issuances of shares (and accompanying Oryx PNU Rights) upon conversion of the PNU Convertible Preferred Stock or pursuant to options or rights outstanding as of the Oryx Measurement Date December 16, 1999 under the Benefit Plans of OryxPNU Stock Incentive Plans. All issued and outstanding shares of the capital stock of Oryx PNU are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date December 16, 1999 no options, warrants or other rights to acquire capital stock, directly or indirectly, stock from Oryx PNU other than (x) the Oryx PNU Rights, (y) the PNU Convertible Preferred Stock and (z) options and other rights representing in the aggregate the right to purchase no more than 2,659,709 26, 770, 608 shares of PNU Common Stock (collectively, the "Oryx PNU Stock Options") (including stock appreciation rights (the "PNU SARs") and deferred shares of PNU Common Stock (the "PNU Deferred Shares")), in each case granted under Oryx's the Pharmacia & Upjohn, Inc. Long-Term Incentive Plan, 1992 Long-Term Incentive the Pharmacia & Upjohn, Inc. Equity Compensation Plan and 1997 Long-Term Incentive the Pharmacia & Upjohn, Inc. Directors Equity Compensation and Deferral Plan (collectively, the "Oryx PNU Stock Option Incentive Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof). No options or warrants or other rights to acquire capital stock from Oryx PNU have been issued or granted since the Oryx Measurement Date December 16, 1999 to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx PNU having the right to vote on any matters on which holders stockholders of capital stock PNU may vote ("Oryx PNU Voting Debt") are issued or outstanding. (iii) Except for the 12% Senior Convertible Notes of Sugen, Inc. due 2002 and warrants to acquire $2,656,250 principal amount of such 12% Senior Convertible Notes or as otherwise set forth in this Section 3.2(b3.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx PNU or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx PNU or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx PNU or any of its Subsidiaries or obligating Oryx PNU or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx PNU or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx PNU or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted CTWS consists of (Ai) 250,000,000 25,000,000 CTWS Common Shares, (ii) 50,000 shares of Oryx Common Stockcumulative preferred stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 $16 par value (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below“CTWS $16 Par Preferred Shares”), (Biii) 7,740,606 15,000 shares of Cumulative Preference Stockcumulative preferred stock, $20 par value (“CTWS $1.00 per share20 Par Preferred Shares”), (iv) 400,000 shares of cumulative preferred stock, $25 par value (“CTWS $25 Par Preferred Shares”), and (v) 1,000,000 shares of preference stock, $1 par value (“CTWS $1 Par Preference Shares”) ((ii) though (v), collectively, the “CTWS Preferred Shares”, and together with the CTWS Common Shares, the “CTWS Capital Stock”). At the close of business on March 12, 2018: (i) (w) 11,861,315 CTWS Common Shares were issued and outstanding, none of which were outstanding subject to vesting or other forfeiture conditions or repurchase by CTWS, (x) no CTWS Common Shares were held in CTWS’s treasury, (y) 295,895 CTWS Common Shares were reserved and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved available for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")CTWS Dividend Reinvestment Plan, and (Cz) 15,000,000 221,343 CTWS Common Shares were reserved and available for issuance pursuant to the CTWS Stock Plans, of which 22,071 shares were issuable upon the vesting of outstanding CTWS Restricted Share Units and CTWS Performance Share Units; (ii) (x) 29,499 CTWS $16 Par Preferred Stock, par value $1.00 per shareShares were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS and (y) no CTWS $16 Par Preferred Shares were held in CTWS’s treasury; (iii) (x) 15,000 CTWS $20 Par Preferred Shares were issued and outstanding, designated none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS and (y) no CTWS $20 Par Preferred Shares were held in CTWS’s treasury; (iv) (x) no CTWS $25 Par Preferred Shares were issued and outstanding and (y) no CTWS $25 Par Preferred Shares were held in CTWS’s treasury; and (v) (x) no CTWS $1 Par Preference Shares were issued and outstanding and (y) no CTWS $1 Par Preference Shares were held in CTWS’s treasury. Except as set forth in this Section 4.03(a), at the close of business on March 12, 2018, no shares of capital stock or voting securities of, or other equity interests in, CTWS were issued, reserved for issuanceissuance or outstanding. Since From the Oryx Measurement Date close of business on March 12, 2018, to the date of this Agreement, there have been no issuances by CTWS of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, CTWS, other than issuances the issuance of shares CTWS Common Stock upon the settlement of CTWS Restricted Share Units and CTWS Performance Share Units in each case outstanding at the close of business on March 12, 2018, and in accordance with their terms in effect at such time. (and accompanying Oryx Rightsb) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of CTWS Capital Stock are, and all shares of CTWS Capital Stock that may be issued upon the capital stock settlement of Oryx are CTWS Performance Share Units will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class of capital stock is entitled to preemptive rights. There were outstanding as or issued in violation of, any provision of the Oryx Measurement Date no options, warrants CBCA or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyLaw, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyCTWS Charter, the "Oryx CTWS Bylaws or any Contract to which CTWS or any CTWS Subsidiary is a party or otherwise bound (including the CTWS Stock Option Plans") and (z) the Oryx Debentures). Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth above in this Section 3.2(b), as of the date of 4.03 or pursuant to this Agreement, there are not issued, reserved for issuance or outstanding, and there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings outstanding obligations of any kind to which Oryx CTWS or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, CTWS Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, shares of (x) any capital stock or other voting securities of Oryx of, or other equity interests in, CTWS or any of its Subsidiaries or obligating Oryx CTWS Subsidiary or any securities of its Subsidiaries CTWS or any CTWS Subsidiary convertible into or exchangeable or exercisable for any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary, (y) any warrants, calls, options or other rights to acquire from CTWS or any CTWS Subsidiary, or any other obligation of CTWS or any CTWS Subsidiary to issue, grantdeliver or sell, extend or enter into cause to be issued, delivered or sold, any such securitycapital stock or voting securities of, optionor other equity interests in, warrantCTWS or any CTWS Subsidiary or (z) any rights issued by or other obligations of CTWS or any CTWS Subsidiary that are linked in any way to the price of any capital stock or voting securities of, callor other equity interests in, rightCTWS or any CTWS Subsidiary, commitmentthe value of CTWS, agreementany CTWS Subsidiary or any part of CTWS or any CTWS Subsidiary or any dividends or other distributions declared or paid on any capital stock or voting securities of, arrangement or undertakingother equity interests in, CTWS or any CTWS Subsidiary. As of Except pursuant to the date of this AgreementCTWS Stock Plans, there are no not any outstanding obligations of Oryx CTWS or any of its Subsidiaries CTWS Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of its Subsidiariesthe immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of CTWS having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of CTWS may vote (collectively, “CTWS Voting Debt”). Neither CTWS nor any CTWS Subsidiary is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, CTWS. Except for this Agreement, neither CTWS nor any CTWS Subsidiary is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of CTWS or any CTWS Subsidiary. All CTWS Restricted Share Units, CTWS Performance Share Units and CTWS Performance Cash Units outstanding as of the date of this Agreement may, pursuant to their terms, be treated in accordance with Section 6.05. (ivc) No actionSection 4.03(c) of the CTWS Disclosure Letter sets forth a true and complete list of all CTWS Restricted Share Units, consent CTWS Performance Share Units, and CTWS Performance Cash Units outstanding as of March 12, 2018, setting forth the holder’s participation identification number, the number of shares (as applicable) subject to each award, the grant date and vesting schedule with respect to each award, the plan under which each such award was granted and whether such award is subject to any deferral or approval by any holder is otherwise subject to Section 409A of Oryx Stock Options the Code. (d) The representations and warranties set forth in this Section 4.03 shall be made as of the Original Execution Date; provided, that, with respect to the A&R Merger Agreement, as of the A&R Execution Date, and with respect to this Amended and Restated Agreement, as of the Execution Date, Section 4.03(a)(ii) is amended and restated as follows: “(x) 29,499 CTWS $16 Par Preferred Shares were redeemed on May 4, 2018 and are no longer outstanding and (y) no CTWS $16 Par Preferred Shares are issued and outstanding or Oryx Debentures held in CTWS’s treasury”; provided, further, that, with respect to the A&R Merger Agreement, as of the A&R Execution Date, and with respect to this Amended and Restated Agreement, as of the Execution Date, Section 4.03(a)(iii) is required amended and restated as follows: “(x) 15,000 CTWS $20 Par Preferred Shares were redeemed on May 4, 2018 and are no longer outstanding and (y) no CTWS $20 Par Preferred Shares are issued and outstanding or held in connection with the actions described in Sections 1.10(a) and 5.13CTWS’s treasury.”

Capital Structure. (i) The authorized capital stock of CPI consists and, at all times prior to the Recapitalization, will consist, of 97,000 CPI First Preferred Shares, of which 92,343.4 shares were outstanding on May 2, 2001, 1,000,000 CPI Second Preferred Shares, of which 544,076.75 shares were outstanding on May 2, 2001, 5,000,000 CPI Third Preferred Shares, of which 3,806,043 shares were outstanding on May 2, 2001, 1,500 CPI Class A Common Shares, of which 0 shares were outstanding on May 2, 2001, 13,500 CPI Class B Common Shares, of which 11,172 shares were outstanding on May 2, 2001, and 1,500 CPI Class C Common Shares, of which 1,306 shares were outstanding on May 2, 2001. As of October 8, 1998 (and following the "Oryx Measurement Date")Recapitalization, the authorized capital stock of Oryx consisted CPI will consist of (A) 250,000,000 shares of Oryx Common Stock23,508,000 Recapped Shares, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in 23,508,000 will be outstanding immediately prior to the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise CPI Merger Effective Time. All of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 outstanding shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares CPI have been duly authorized and are (and accompanying Oryx Rights) pursuant to options or rights outstanding as following consummation of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, Recapitalization will be) validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, CPI has no shares of capital stock reserved for issuance or subject to issuance, except that, as of May 2, 2001, there were 1,306 CPI Class A Common Shares reserved for issuance upon conversion of CPI Class C Common Shares. As of the Closing, there will be no shares of capital stock reserved for issuance or subject to issuance. Except with respect to the Recapitalization and as set forth above or in the certificate of incorporation of CPI, there are no preemptive or other outstanding obligations of Oryx rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or any of its Subsidiaries commitments to repurchase, redeem issue or otherwise acquire sell any shares of capital stock or other securities of Oryx CPI or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of its Subsidiaries. CPI, and no securities or obligations evidencing such rights are authorized, issued or outstanding. CPI does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (ivor convertible into or exercisable for securities having the right to vote) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described stockholders of CPI on any matter ("CPI Voting Debt"). Except as set forth in Sections 1.10(aSection 5.1(b) and 5.13of the CPI Disclosure Letter, CPI does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 shares of Oryx Common Stock160,000,000 Shares, of which 106,233,579 shares 79,165,545 Shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise outstanding as of the Oryx Stock Options or available for grant close of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)business on July 9, 2013, and (B) 7,740,606 10,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 0.0001 per shareshare (the “Preferred Shares”), none of which were no Preferred Shares are outstanding. All of the outstanding and 120,000 shares of which Shares have been designated Series A Junior Cumulative Preference Stock duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or Preferred Shares reserved for or subject to issuance, except that, as of July 9, 2013, there were 6,158,915 Shares subject to issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11Company’s 2004 Stock Option, 1990, between Oryx Restricted Stock and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company)Deferred Stock Unit Plan, as Rights Agentamended, the 2009 Employment Inducement Equity Incentive Plan, as amended, and the ESPP, as amended (collectively, the "Oryx “Stock Plans”), 160,000 shares of Series A Junior Participating Preferred Stock reserved for issuance pursuant to the Tax Benefit Preservation Plan, dated as of August 30, 2011, between the Company and Mellon Investor Services LLC, as Rights Agent (the “Rights Agreement"”), and (C) 15,000,000 shares 4,761,000 Shares subject to issuance pursuant to the Convertible Notes. 4,761,000 Shares is the maximum number of Preferred StockShares issuable at any time upon conversion of the Convertible Notes. Except for Shares issued in respect of Company Options outstanding prior to July 9, par value $1.00 per share2013, none of which were outstandingsince July 9, designated or reserved for issuance. Since the Oryx Measurement Date to 2013 and through the date of this Agreement, there have been no issuances the Company has not issued any Shares or Preferred Shares or reserved for or subjected to issuance any Shares or Preferred Shares pursuant to any Stock Plan, the Rights Agreement, the Convertible Notes or otherwise. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list, as of the date of this Agreement, of Company Options, shares of Company Restricted Stock and Company Stock Units, including the holder, date of grant, term, number of Shares and, where applicable, exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger and there are no other awards granted pursuant to the Stock Plans. Each of the outstanding shares of capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as each of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Encumbrance. Except as set forth above and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell 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 a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no class securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of capital stock is entitled to preemptive rights. There were outstanding as any Shares in accordance with the terms of the Oryx Measurement Date no optionsStock Plans, warrants or other rights to acquire capital stocksuch Shares will be duly authorized, directly or indirectlyvalidly issued, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan fully paid and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") nonassessable and (z) the Oryx Debenturesfree and clear of any Encumbrances. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx The Company does not have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No outstanding any bonds, debentures, notes or other indebtedness obligations (a) the holders of Oryx which have the right to vote (or convertible into or exercisable for securities having the right to vote vote) with the stockholders of the Company on any matters on which holders matter or (b) that are required to be registered under the Exchange Act. (ii) Section 5.1(b)(ii) of the Company Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock may vote of such company. The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended ("Oryx Voting Debt") are issued or outstandingthe “HSR Act”). (iii) Except as otherwise set forth Each Company Option (A) was granted in this Section 3.2(b)compliance with all applicable Laws and all of the terms and conditions of the Company Stock Plan pursuant to which it was issued, as (B) has an exercise price per Share equal to or greater than the fair market value of a Share on the date of this such grant, (C) has a grant date identical to or after the date on which the Company’s board of directors or Compensation Committee actually awarded such Company Option, and (D) qualifies for the Tax and accounting treatment afforded to such Company Option in the Company’s Tax returns and the Company Reports, respectively. (iv) Except as expressly contemplated by the Voting Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements voting trusts or undertakings of any kind other agreements or understandings to which Oryx the Company or any of its Subsidiaries is a party or by which any with respect to the voting of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of the capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As equity interest of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Company or any of its Subsidiaries. (ivv) No actionAt the Effective Time, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13Conversion Number shall not exceed 10.7290.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of 240,000,000 shares of common stock, par value $0.001 per share, of which 225,000,000 shares are designated common stock, and 15,000,000 shares are designated Class B common stock, and 10,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”), of which 1,500,000 shares are designated Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”). As of the close of business on February 15, 2013, (i) there were issued and outstanding 69,467,923 shares of Common Stock, (ii) there were no shares of Class B Common Stock issued and outstanding, (iii) there were 700,000 shares of Series A Convertible Preferred Stock issued and outstanding, (iv) there were Options, issued pursuant to the Company Stock Plans, to purchase an aggregate of 10,883,156 shares of Common Stock and 2,212,904 Restricted Shares as set forth in Section 3.2 of the Disclosure Schedule. Section 3.2 of the Disclosure Schedule sets forth (i) (A) 250,000,000 shares the name of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)each Option holder, (B) 7,740,606 shares of Cumulative Preference Stockthe date each Option was granted, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options each such Option, whether the Option is subject to any performance based vesting conditions or other rights to purchase or receive Oryx time based vesting conditions (including a summary description thereof), and the number of shares of Common Stock granted under the Oryx Benefit Plans subject to each such Option which (x) will be vested at or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date prior to the date of this AgreementEffective Time, other than pursuant (y) will not be vested at or prior to the Oryx Stock Effective Time but which will not be canceled in accordance with Section 2.6(a)(i), and (z) will be canceled in accordance with Section 2.6(a)(i), and (D) the price at which each such Option Agreement. may be exercised, and (ii) No (A) the name of each holder of Restricted Shares, the number of Restricted Shares held by each such holder, whether such Restricted Shares are subject to any performance based vesting conditions or time based vesting conditions (including a summary description thereof), and the number of Restricted Shares which (x) will be vested at or prior to the Effective Time, (y) will not be vested at or prior to the Effective Time but which will not be canceled in accordance with Section 2.6(b)(i), and (z) will be canceled in accordance with Section 2.6(b)(i), and (B) the date such Restricted Shares were granted. All of the outstanding shares of Common Stock and Preferred Stock, as applicable, are duly authorized and are validly issued and outstanding, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company’s certificate of incorporation or by-laws or any Contract to which the Company is or was a party or otherwise bound. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Oryx which have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote vote) with the stockholders of the Company or any such Subsidiary on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) matter. Except as otherwise set forth in this Section 3.2(b)3.2, as the Company has no outstanding stock or securities convertible into or exchangeable for any shares of the date of this Agreement, there are no its equity securities, optionsor any outstanding rights (either preemptive or other and including any “phantom stock rights”, warrantsstock appreciation rights, calls, rightsstock-based performance units, commitments, agreementscontracts, arrangements or undertakings of any kind kind) to subscribe for or to purchase or the value of which Oryx is based on, or any outstanding options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of its Subsidiaries is a party any character relating to, any equity securities or by which any stock or securities convertible into or exchangeable for any equity securities of them is bound obligating Oryx the Company or any of its Subsidiaries, directly . The Company is not subject to any obligation (contingent or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries otherwise) to repurchase, redeem or otherwise acquire or retire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options or the conversion or vesting of Restricted Shares). Since February 15, 2013, except as expressly permitted by this Agreement or as required by the ESPP, the Company has not issued any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required except in connection with the actions described in Sections 1.10(a) and 5.13conversion or exercise of securities referred to above.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Qwest consists of (A) 250,000,000 5,000,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Qwest Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 and 200,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 per shareshare (the “Qwest Preferred Stock” and together with the Qwest Common Stock, none the “Qwest Capital Stock”). At the close of business on April 19, 2010, (i) 1,735,923,600 shares of Qwest Common Stock were issued and outstanding (excluding treasury and rabbi trust shares), of which 13,015,655 were outstanding and 120,000 Qwest Restricted Shares, (ii) no shares of Qwest Preferred Stock were issued and outstanding, (iii) 10,830,529 shares of Qwest Common Stock were held by Qwest in its treasury, (iv) 21,868 shares of Qwest Common Stock were held by Qwest in rabbi trust, (v) 173,592,360 shares of Qwest Common Stock were reserved and available for issuance pursuant to the Qwest Stock Plans, of which have been designated Series A Junior Cumulative Preference (A) 60,411,831 shares were issuable upon exercise of outstanding Qwest Stock Options and (B) 35,714,000 shares were potentially issuable under outstanding Qwest performance shares (assuming payout of 200%, which is the maximum attainable), (vi) 5,351,707 shares of Qwest Common Stock were reserved for issuance upon exercise of under the rights Qwest Employee Stock Purchase Plan (the "Oryx Rights"“Qwest ESPP”), (vii) distributed to the holders 24,519,454 shares of Oryx Qwest Common Stock pursuant to were reserved for issuance under the Rights Agreement dated as of September 11, 1990, between Oryx Qwest Savings and Chase Manhattan Bank Investment Plan (as successor by merger to Manufacturers Hanover Trust Companythe “Qwest 401(k) Plan”), as Rights Agent(viii) 83,267 shares of Qwest Common Stock were reserved for issuance under the Qwest Equity Incentive Plan for Nonemployee Directors, as amended (ix) 10,000,000 shares of Qwest Common Stock were reserved for issuance under the Qwest Nonqualified Employee Stock Purchase Plan (the "Oryx Rights Agreement"“Qwest Nonqualified ESPP”), (x) 64,312,614 shares of Qwest Common Stock were reserved for issuance in connection with exchanges of Qwest debt securities for Qwest Common Stock, and (Cxi) 15,000,000 the number of unissued shares of Preferred Stock, par value $1.00 per share, none Qwest Common Stock as may be issuable upon conversion of which Qwest’s 3.50% Convertible Senior Notes due 2025 (the “Qwest Convertible Notes”) were outstanding, designated or reserved for issuance. Since Except as set forth in this Section 4.03(a), at the Oryx Measurement Date close of business on April 19, 2010, no shares of capital stock or voting securities of, or other equity interests in, Qwest were issued, reserved for issuance or outstanding. From the close of business on April 19, 2010 to the date of this Agreement, there have been no issuances by Qwest of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, Qwest, other than issuances the issuance of shares Qwest Common Stock upon the exercise of Qwest Stock Options outstanding at the close of business on April 19, 2010 and in accordance with their terms in effect at such time. (and accompanying Oryx Rightsb) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of Qwest Common Stock (including Qwest Restricted Shares) are, and, at the capital stock time of Oryx are issuance, all such shares that may be issued upon the exercise of Qwest Stock Options or pursuant to the Qwest Stock Plans or the Qwest ESPP will be, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class or issued in violation of, any purchase option, call option, right of capital stock is entitled to first refusal, preemptive rights. There were outstanding as right, subscription right or any similar right under any provision of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyDGCL, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyQwest Charter, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options Qwest By-laws or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which Oryx or any of its Subsidiaries Qwest is a party or by which otherwise bound. Except as set forth above in this Section 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of them is bound obligating Oryx Qwest or any of its Subsidiaries, directly or indirectly, Qwest Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Qwest or any Qwest Subsidiary or any securities of Qwest or any Qwest Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other equity interests in, Qwest or any Qwest Subsidiary, (y) any warrants, calls, options or other rights to acquire from Qwest or any Qwest Subsidiary, or any other obligation of Oryx Qwest or any Qwest 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, Qwest or any Qwest Subsidiary or (z) any rights issued by or other obligations of Qwest or any Qwest Subsidiary that are linked in any way to the price of any class of Qwest Capital Stock or any shares of capital stock of any Qwest Subsidiary, the value of Qwest, any Qwest Subsidiary or any part of Qwest or any Qwest Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Qwest or any Qwest Subsidiary. Except for acquisitions, or deemed acquisitions, of Qwest Common Stock or other equity securities of Qwest in connection with (i) the payment of the exercise price of Qwest Stock Options with Qwest Common Stock (including but not limited to in connection with “net exercises”), (ii) required tax withholding in connection with the exercise of Qwest Stock Options, the vesting of Qwest Restricted Shares and the vesting or delivery of other awards pursuant to the Qwest Stock Plans, and (iii) forfeitures of Qwest Stock Options and Qwest Restricted Shares, there are not any outstanding obligations of Qwest or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Qwest Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Oryx Qwest or any Qwest Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. With respect to Qwest Stock Options, (i) each grant of a Qwest Stock Option was duly authorized no later than the Grant Date for such option by all necessary corporate action, including, as applicable, approval by the Qwest Board (or a duly constituted and authorized committee or subcommittee thereof), and (ii) the per share exercise price of each Qwest Stock Option was at least equal to the fair market value of a share of Qwest Common Stock on the applicable Grant Date. There are no debentures, bonds, notes or other Indebtedness of Qwest having the right to vote (or, other than the Qwest Convertible Notes, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Qwest may vote (“Qwest Voting Debt”). Neither Qwest nor any of the Qwest Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Qwest. Neither Qwest nor any of the Qwest Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Qwest or any of its the Qwest Subsidiaries. (ivc) No actionQwest has the right to call all of the outstanding Qwest Convertible Notes for redemption at a redemption price in cash equal to 100% of the principal amount thereof, consent or approval by together with accrued and unpaid interest, on November 20, 2010, and if any holder of Oryx Qwest Convertible Notes exercises its conversion rights thereunder, Qwest has the right to pay cash in lieu of all shares that would otherwise be issuable upon such conversion. The Qwest Convertible Notes are not, as of the date hereof, convertible by the holders thereof and Qwest has not issued any shares of Qwest Common Stock Options or Oryx Debentures is required in connection with upon conversion of the actions described in Sections 1.10(a) and 5.13Qwest Convertible Notes.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted AMB consists of (A) 250,000,000 500,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx AMB Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 100,000,000 shares of Preferred Stock, par value $1.00 0.01 per shareshare (the “AMB Preferred Stock”). As of the close of business on January 26, none 2011 (A) 168,764,823 shares of which AMB Common Stock were issued and outstanding, designated or 8,627,029 shares of AMB Common Stock were reserved for issuance. Since issuance upon the Oryx Measurement Date to the date exercise or payment of this Agreementoutstanding stock or share options, there have been no issuances stock or share units or other equity-based awards under The Third Amended and Restated 1997 Stock Option and Incentive Plan of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (AMB Property Corporation and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorizedAMB Property, validly issued, fully paid and nonassessableL.P., and no class the Amended and Restated 2002 Stock Option and Incentive Plan of capital stock is entitled to preemptive rights. There were outstanding AMB Property Corporation and AMB Property, L.P., each as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 amended (collectively, the "Oryx “AMB Stock Options"Plans”) (and no shares of AMB Common Stock were reserved for issuance upon the exercise or payment of any such awards other than under Oryx's Long-Term Incentive Planthe AMB Stock Plans), 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan no shares of AMB Common Stock were held by Subsidiaries of AMB, (collectivelyB) 9,300,000 shares of AMB Preferred Stock were issued and outstanding (consisting of 2,000,000 shares of Series L Cumulative Redeemable Preferred Stock, 2,300,000 shares of Series M Cumulative Redeemable Preferred Stock, 3,000,000 shares of Series O Cumulative Redeemable Preferred Stock, and 2,000,000 shares of Series P Cumulative Redeemable Preferred Stock), and no shares of AMB Preferred Stock were reserved for issuance, (C) 170,594,142 AMB Partnership Units were issued and outstanding, of which 2,058,730 AMB Partnership Units were owned by the "Oryx Stock Option Plans") Persons and (z) in the Oryx Debentures. amounts indicated in Section 3.2(b3.1(b)(i) of the Oryx AMB Disclosure Schedule sets forth a complete Letter and correct list168,535,412 AMB Partnership Units were owned by AMB, as and (D) 18,590,763 AMB II (Class A and B) Partnership Units were issued and outstanding, of which 983,013 AMB II (Class B) Partnership Units were owned by the Persons and in the amounts indicated in Section 3.1(b)(i) of the Oryx Measurement Date, of the number of AMB Disclosure Letter and 17,607,750 AMB II (Class A) Partnership Units were owned by AMB. All outstanding shares of Oryx AMB Common Stock and AMB Preferred Stock and all outstanding AMB Partnership Units and AMB II Partnership Units have been duly authorized and validly issued and are fully paid and non-assessable and not subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreementpreemptive rights. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock stockholders may vote ("Oryx “Voting Debt"”) of AMB are issued or outstanding. (iii) Except as otherwise set forth in for (A) this Section 3.2(b)Agreement, the AMB Partnership Agreement and the AMB II Partnership Agreement, (B) outstanding AMB Partnership Units and AMB II Partnership Units, and (C) stock or share options, stock or share units and deferred stock or shares issued and outstanding under the AMB Stock Plans (which represented, as of January 26, 2011, the date right to acquire up to an aggregate of this Agreement8,627,029 shares of AMB Common Stock), there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx AMB or any Subsidiary of its Subsidiaries AMB is a party or by which it or any of them such Subsidiary is bound obligating Oryx AMB or any Subsidiary of its Subsidiaries, directly or indirectly, AMB to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities any Voting Debt or stock appreciation rights of Oryx AMB or of any Subsidiary of AMB or obligating AMB or any Subsidiary of its Subsidiaries or obligating Oryx or any of its Subsidiaries AMB to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of Oryx AMB or any of its Subsidiaries (1) to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx AMB or any of its SubsidiariesSubsidiaries or (2) pursuant to which AMB or any of its Subsidiaries is or could be required to register shares of AMB Common Stock or other securities under the U.S. Securities Act of 1933, as amended (the “Securities Act”). (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted REIT I consists of (A) 250,000,000 400,000,000 shares of Oryx REIT I Common Stock, and 50,000,000 shares of which 106,233,579 preferred stock, $0.01 par value per share (“REIT I Preferred Stock”). At the close of business on November 15, 2016, 2016, (i) 13,307,393.924 shares of REIT I Common Stock were issued and outstanding, (ii) no shares of REIT I Preferred Stock were issued and outstanding, (iii) 1,948,750 shares were outstanding, 17,468,095 available for grant under the REIT I Equity Incentive Plan and (iv) 726,919.737 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares REIT I Common Stock were reserved for issuance upon the conversion redemption of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise REIT I OP Units. All of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 outstanding shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any REIT I are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with applicable securities Laws. Except as set forth in this Section 4.4, there is no other securities outstanding capital stock of Oryx REIT I. (b) At the close of business on November 15, 2016, (i) 14,034,313.661 REIT I OP Units were issued and outstanding, of which 726,919.737 REIT I OP Units were held by limited partners other than issuances REIT I and (ii) 100 REIT I Special Partnership Units were issued and outstanding and were held by M▇▇▇▇ OP Holdings I, LLC, whose sole member is M▇▇▇▇ National REIT Sponsor, LLC, the sponsor of shares (and accompanying Oryx RightsREIT I. Section 4.4(b) pursuant to options or rights outstanding of the REIT I Disclosure Letter sets forth a list of all of the partners of REIT I Operating Partnership as of the Oryx Measurement Date under date hereof, together with the Benefit Plans number of OryxREIT I OP Units or REIT I Special Partnership Units, as applicable, held by each such partner. All the REIT I OP Units held by REIT I are directly owned by REIT I, free and clear of all Liens other than Permitted Liens and free of preemptive rights. All of the REIT I OP Units and the REIT I Special Partnership Units are duly authorized and validly issued and were issued in compliance with applicable securities Laws. (c) All of the outstanding shares of the capital stock of Oryx each of the REIT I Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable, . All equity interests in each of the REIT I Subsidiaries that is a partnership or limited liability company are duly authorized and no class validly issued. All shares of capital stock is entitled to preemptive rights. There were outstanding as of (or other ownership interests in) each of the Oryx Measurement Date no optionsREIT I Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, warrants upon issuance will be validly issued, fully paid and nonassessable. REIT I or other rights to acquire capital stockthe REIT I Operating Partnership owns, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) all of the Oryx Disclosure Schedule sets forth a complete issued and correct list, as outstanding capital stock and other ownership interests of each of the Oryx Measurement DateREIT I Subsidiaries, free and clear of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreementall Liens, other than pursuant to the Oryx Stock Option AgreementPermitted Liens, and free of preemptive rights. (iid) No There are no bonds, debentures, notes or other indebtedness Indebtedness having general voting rights (or convertible into securities having such rights) of Oryx having the right to vote on REIT I or any matters on which holders of capital stock may vote REIT I Subsidiary ("Oryx “REIT I Voting Debt"”) are issued or and outstanding. (iii) . Except for the REIT I OP Units and awards granted pursuant to the REIT I Equity Incentive Plan as otherwise set forth in this Section 3.2(b), as 4.4(a) of the date of this AgreementREIT I Disclosure Letter, there are no securitiesoutstanding subscriptions, securities options, warrants, calls, rights, commitmentsprofits interests, stock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements arrangements, undertakings or undertakings commitments of any kind to which Oryx REIT I or any of its the REIT I Subsidiaries is a party or by which any of them is bound obligating Oryx REIT I or any of its Subsidiaries, directly or indirectly, the REIT I Subsidiaries to (i) issue, deliver transfer or sellsell or create, or cause to be issued, delivered transferred or sold, sold or created any additional shares of capital stock or other voting securities equity interests or phantom stock or other contractual rights the value of Oryx which is determined in whole or in part by the value of any equity security of REIT I or any of its Subsidiaries REIT I Subsidiary or obligating Oryx securities convertible into or any of its Subsidiaries to exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such securitysubscriptions, optionoptions, warrantwarrants, callcalls, rightrights, commitmentprofits interests, agreementstock appreciation rights, arrangement phantom stock, convertible securities or undertaking. As of the date of this Agreementother similar rights, there are no outstanding obligations of Oryx agreements, arrangements, undertakings or any of its Subsidiaries to repurchasecommitments or (iii) redeem, redeem repurchase or otherwise acquire any such shares of capital stock, REIT I Voting Debt or other equity interests. (e) Neither REIT I nor any REIT I Subsidiary is a party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of any capital stock of Oryx REIT I or any of the REIT I Subsidiaries. Neither REIT I nor any REIT I Subsidiary has granted any registration rights on any of its Subsidiariescapital stock other than as set forth in Section 4.4(e) of the REIT I Disclosure Letter. No REIT I Common Stock is owned by any REIT I Subsidiary. (ivf) No action, consent REIT I does not have a “poison pill” or approval by similar stockholder rights plan. (g) All dividends or other distributions on the shares of REIT I Common Stock or REIT I OP Units and any holder material dividends or other distributions on any securities of Oryx Stock Options any REIT I Subsidiary which have been authorized or Oryx Debentures is required declared prior to the date hereof have been paid in connection with full (except to the actions described in Sections 1.10(a) extent such dividends have been publicly announced and 5.13are not yet due and payable).

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date")date hereof, the authorized capital stock of Oryx consisted Trenwick consists of (A) 250,000,000 30,000,000 shares of Oryx Common Stockcommon stock with a par value of $0.10 per share and 2,000,000 shares of preferred stock with a par value of $0.10 per share. As of December 15, 1999, (i) 17,397,809 shares of which 106,233,579 shares common stock were issued and outstanding, 17,468,095 (ii) no shares of common stock were held in the as treasury shares or by Subsidiaries of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)Trenwick, (Biv) 7,740,606 200,000 shares of Cumulative Preference Stock, par value $1.00 per share, none of which Series B Junior Participating Preferred Stock were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock shares of common stock pursuant to the Rights Agreement dated as of September 1124, 19901997 (the "Rights Agreement"), between Oryx Trenwick and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover First Chicago Trust Company)Company of New York, as Rights Agent, as amended and (v) no shares of preferred stock were issued or outstanding. Section 3.3(a) of the Trenwick Disclosure Letter sets forth each plan, arrangement or agreement pursuant to which options or stock appreciation rights with respect to Trenwick Shares may be granted or under which such options or stock appreciation rights have been granted and are outstanding (the "Oryx Rights AgreementTrenwick Option Plans"), ) and (C) 15,000,000 shares in the aggregate the maximum number of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital options and stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or appreciation rights outstanding as of the Oryx Measurement Date under date hereof and the Benefit class and number of Trenwick Shares reserved for issue pursuant to the Trenwick Option Plans (such options and rights being herein collectively referred to as the "Trenwick Options"), together with a listing of Oryxthe aggregate number of such Trenwick Options which shall vest at the Merger Effective Time as a result of the Plan of Merger. All issued and Each of the outstanding shares of the capital stock of Oryx are duly authorizedeach Subsidiary of Trenwick, validly issuedother than the 110,000 redeemable preferred capital securities (liquidation amount $1,000 per security) issued by Trenwick Capital Trust I, fully paid and nonassessablea Delaware statutory business trust ("Trenwick Capital"), and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing as set forth in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b3.3(a) of the Oryx Trenwick Disclosure Schedule sets forth a complete Letter, is directly or indirectly owned by Trenwick, free and correct list, as clear of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreementall Liens. (iib) No Except as described in Section 3.3(b) of the Trenwick Disclosure Letter, no bonds, debentures, notes or other indebtedness of Oryx having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock stockholders may vote ("Oryx Voting Debt") of Trenwick or any of its Subsidiaries are issued or outstanding. (iiic) Except as otherwise set forth described in this Section 3.2(bSections 3.3(a), as (b) or (c) of the date of this AgreementTrenwick Disclosure Letter, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx Trenwick or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx Trenwick or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities any Voting Debt of Oryx Trenwick or any of its Subsidiaries or obligating Oryx Trenwick or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement . Except as set forth in this Agreement or undertaking. As in Section 3.3(c) of the date of this AgreementTrenwick Disclosure Letter, there are no outstanding contractual obligations of Oryx Trenwick or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Trenwick or any of its Subsidiaries. (ivd) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions Except as described in Sections 1.10(aSection 3.3(d) of the Trenwick Disclosure Letter or as specifically described in this Agreement and 5.13except for quarterly dividends in an amount not in excess of $0.26 per share, since September 30, 1999, Trenwick has not (i) made or agreed to make any share split or share dividend, or issued or permitted or agreed to permit to be issued any shares, or securities exercisable for or convertible into shares, of capital stock of Trenwick other than pursuant to and as required by the terms of any Trenwick Option; (ii) repurchased, redeemed or otherwise acquired any shares of capital stock of Trenwick; or (iii) declared, set aside, made or paid to the stockholders of Trenwick dividends or other distributions on the outstanding shares of capital stock of Trenwick.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Biovail consists of (A) 250,000,000 an unlimited number of shares of Oryx Biovail Common Stock and an unlimited number of Class A Special Shares in the capital of Biovail (the “Biovail Class A Stock” and, together with the Biovail Common Stock, the “Biovail Capital Stock”). At the close of business on June 14, 2010, (i) 158,573,603 shares of Biovail Common Stock were issued and outstanding, none of which 106,233,579 were subject to vesting or other forfeiture conditions or repurchase by Biovail, (ii) no shares of Biovail Class A Stock were issued and outstanding, 17,468,095 (iii) no shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares Biovail Common Stock were reserved for issuance upon the conversion of Oryx's 7-1/2Biovail’s 5.375% Senior Convertible Subordinated Debentures due May 15, 2014 Notes (the "Oryx Debentures"“Biovail Convertible Notes”), (iv) 11,588,915 shares of Biovail Common Stock were reserved and 7,135,302 available for issuance pursuant to the Biovail Stock Plans, of which (A) 3,196,577 shares were issuable upon exercise of outstanding Biovail Stock Options and (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 upon pursuant to the exercise of the Oryx Biovail Employee Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (Purchase Plan. Except as defined belowset forth in this Section 3.03(a), (B) 7,740,606 at the close of business on June 14, 2010, no shares of Cumulative Preference Stockcapital stock or voting securities of, par value $1.00 per shareor other equity interests in, none of which Biovail were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and issued, reserved for issuance upon exercise or outstanding. From the close of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11business on June 14, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date 2010 to the date of this Agreement, there have been no issuances by Biovail of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, Biovail, other than issuances (1) the issuance of shares 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 (and accompanying Oryx Rights2) pursuant to options or rights outstanding as the issuance of the Oryx Measurement Date under the Benefit Plans of Oryx. Biovail Deferred Share Units. (b) All issued and outstanding shares of Biovail Capital Stock are, and all shares of Biovail Capital Stock that may be issued upon the capital stock conversion of Oryx are 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 nonassessablenonassessable and not subject to, and no class or issued in violation of, any purchase option, call option, right of capital stock is entitled to first refusal, preemptive rights. There were outstanding as right, subscription right or any similar right under any provision of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than Canada Business Corporations Act (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively“CBCA”), the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyBiovail Charter, the "Oryx Biovail By-laws or any Contract to which Biovail is a party or otherwise bound. The shares of Biovail Common Stock Option Plans") constituting the Merger Consideration will be, when issued, duly authorized, validly issued, fully paid and (z) the Oryx Debentures. Section 3.2(b) 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 Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwiseCBCA, the dates of grant and Biovail Charter, the exercise prices thereofBiovail By-laws or any Contract to which Biovail is a party or otherwise bound. No options Except as set forth above in this Section 3.03 or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date terms of this Agreement, there are no securitiesnot issued, optionsreserved for issuance or outstanding, warrants, calls, rights, commitments, agreements, arrangements or undertakings and there are not any outstanding obligations of any kind to which Oryx Biovail or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, 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 other 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 Oryx 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 capital stock of any Biovail Subsidiary, the value of Biovail, any Biovail Subsidiary or any part of Biovail or any Biovail Subsidiary or any dividends or other distributions declared or paid on any shares of 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 its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Biovail Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Oryx Biovail or any Biovail Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. Except for the Biovail Convertible Notes, there are no debentures, bonds, notes or other Indebtedness of Biovail having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Biovail may vote (“Biovail Voting Debt”). Neither Biovail nor any of the Biovail Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Biovail. Except for this Agreement, neither Biovail nor any of the 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. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Amedisys consists of 60,000,000 shares of common stock, par value $0.001 per share (the “Amedisys Common Stock”), and 5,000,000 shares of preferred stock, par value $0.001 per share (the “Amedisys Preferred Stock”). At the close of business on May 1, 2023 (the “Measurement Date”), (A) 250,000,000 32,584,843 shares of Oryx Amedisys Common StockStock were issued and outstanding (for the avoidance of doubt, excluding shares of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were Amedisys Common Stock held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined belowAmedisys in its treasury), (B) 7,740,606 no shares of Cumulative Preference StockAmedisys Preferred Stock were issued and outstanding, par value $1.00 per share, none of which were outstanding and 120,000 (C) 5,410,666 shares of which have been designated Series A Junior Cumulative Preference Amedisys Common Stock and reserved for were held by Amedisys in its treasury, (D) 282,307 shares of Amedisys Common Stock were subject to issuance pursuant to Amedisys RSU Awards, (E) 134,948 shares of Amedisys Common Stock were subject to issuance pursuant to Amedisys PSU Awards (assuming satisfaction of any performance vesting conditions at maximum levels), (F) 263,373 shares of Amedisys Common Stock were subject to issuance upon exercise of the rights Amedisys Options, with a weighted average exercise price of $129.23 per share of Amedisys Common Stock, and (the "Oryx Rights"G) distributed to the holders 1,245,192 shares of Oryx Amedisys Common Stock were reserved for issuance pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 Amedisys ESPP. No shares of Preferred Stock, par value $1.00 per share, none Amedisys Common Stock are owned by any subsidiary of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of Amedisys. (ii) All outstanding shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (Amedisys are, and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding all shares of the capital stock of Oryx are Amedisys that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights. There were outstanding Except as of set forth in Section 4.1(c)(i) and except for changes since the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, resulting from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number issuance of shares of Oryx Amedisys Common Stock subject pursuant to Oryx Stock Options the settlement of Amedisys RSU Awards or other rights to purchase Amedisys PSU Awards or receive Oryx Common Stock granted under exercise of Amedisys Options, in each case, outstanding on the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to in accordance with their terms in effect on the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes Agreement or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this expressly permitted by Section 3.2(b5.1(a)(ii), as of the date of this Agreement, (A) there are no securitiesissued, optionsreserved for issuance or outstanding Equity Securities of Amedisys, warrants, calls, rights, commitments, agreements, arrangements or undertakings and (B) there are no outstanding obligations of any kind to which Oryx Amedisys or any of its Subsidiaries is a party subsidiaries to repurchase, redeem or by which otherwise acquire any Equity Securities of them is bound obligating Oryx Amedisys or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Securities of Amedisys. (iii) As of the date hereof, Amedisys has made available to OPCH a true and complete list of all outstanding Amedisys Equity Awards (the “Amedisys Equity Awards Capitalization Table”), including, the date of grant, the type of the award, the vesting schedule, whether subject to performance conditions, the number of shares of capital stock Amedisys Common Stock subject to such type of award (based on the aggregate number of shares granted on the grant date and vesting on the applicable vesting date and assuming satisfaction of any performance vesting conditions at maximum levels), and, for each Amedisys Option, the applicable exercise price and expiration date. Amedisys shall provide OPCH with an updated Amedisys Equity Awards Capitalization Table no later than five business days prior to the Effective Time. The terms of the Amedisys Stock Plans and the underlying award agreements permit the treatment of Amedisys Equity Awards described in Section 3.1(b). (iv) There are no stockholder agreements or voting trusts or other voting securities of Oryx agreements or understandings to which Amedisys or any of its Subsidiaries subsidiaries is a party with respect to the voting, or obligating Oryx restricting the transfer, of any Equity Securities of Amedisys or any of its Subsidiaries subsidiaries. Neither Amedisys nor its subsidiaries has granted any preemptive rights, anti-dilutive rights or rights of first refusal, registration rights or similar rights with respect to issueany Equity Securities of Amedisys or any of its subsidiaries that are in effect. Neither Amedisys nor any of its subsidiaries has any outstanding any bonds, grantdebentures, extend notes or enter other debtor obligations the holders of which have the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of Amedisys or any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. of its subsidiaries on any matter. (v) As of the date of this Agreement, there are is no outstanding obligations of Oryx stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which Amedisys or any of its Subsidiaries to repurchasesubsidiaries is subject, redeem party or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiariesbound. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8December 31, 1998 (the "Oryx Measurement Date")2004, the authorized capital stock of Oryx Parent consisted of (A) 250,000,000 10,000,000,000 shares of Oryx Parent Common Stock, Stock of which 106,233,579 2,522,583,573 shares were outstanding, 17,468,095 outstanding and 453,866,904 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)Parent, (B) 7,740,606 600,000,000 shares of Cumulative Preference Class A Preferred Stock, without par value $1.00 per sharevalue, none of which were outstanding and 120,000 (i) 89,248,669 shares of which have been designated Series A Junior Cumulative Preference Stock ESOP Convertible Class A Preferred Stock, all of which were outstanding, and reserved for issuance upon exercise (ii) 69,126,896 shares have been designated Series B ESOP Convertible Class A Preferred Stock, all of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")which were outstanding, and (C) 15,000,000 200,000,000 shares of Class B Preferred Stock, without par value $1.00 per sharevalue, none of which were are outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx Parent are, and when shares of Parent Common Stock are issued in the Merger or upon exercise of stock options converted in the Merger pursuant to Section 1.09, such shares will be, duly authorized, validly issued, fully paid and nonassessable, non-assessable and no class free of capital stock is entitled to any preemptive rights. There were outstanding as of the Oryx Measurement Date December 31, 2004, no options, warrants or other rights to acquire capital stock, directly or indirectly, stock from Oryx Parent other than (x) the Oryx Rightsoptions, (y) options restricted stock and other rights to acquire capital stock from Parent representing in the aggregate the right to purchase no more than 2,659,709 270,623,943 shares of Parent Common Stock (collectively, the "Oryx “Parent Stock Options"”) under Oryx's Long-Term Parent’s 2001 Stock and Incentive Compensation Plan, Parent’s 1992 LongStock Plan, Parent’s 1993 Non-Term Incentive Employee Directors’ Stock Plan, Parent’s Future Shares Plan and 1997 LongParent’s 2003 Non-Term Incentive Employee Directors’ Stock Plan (collectively, the "Oryx “Parent Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement”). (ii) No bonds, debentures, notes or other indebtedness of Oryx Parent having the right to vote on any matters on which holders of capital stock of Parent may vote ("Oryx “Parent Voting Debt"”) are issued or outstanding. (iii) Except as disclosed in the Parent SEC Reports filed prior to the date hereof or as otherwise set forth in this Section 3.2(b)3.01(b) and as contemplated by Section 1.08 and Section 1.09, as of the date of this AgreementJanuary 24, 2005, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx Parent or any of its Significant Subsidiaries is a party or by which any of them is bound obligating Oryx Parent or any of its Subsidiaries, directly or indirectly, Significant Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx Parent or any of its Significant Subsidiaries or obligating Oryx Parent or any of its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As Except as disclosed in the Parent SEC Reports filed prior to the date hereof, as of the date of this Agreement, there are no outstanding obligations of Oryx Parent or any of its Significant Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Parent or any of its Significant Subsidiaries. Except as disclosed in the Parent SEC Reports filed prior to the date hereof, there are not outstanding any stock-appreciation rights, security-based performance units, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of Parent or any of its Subsidiaries or assets or calculated in accordance therewith (other than payments or commissions to employees or agents of Parent or any of its Subsidiaries in the ordinary course of business consistent with past practices) or to cause Parent or any of its Subsidiaries to file a registration statement under the Securities Act or which otherwise relate to the registration of any securities of Parent or its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Company consists of (Ai) 250,000,000 81,624,037 shares of Oryx stock consisting of 58,128,650 shares of Company Common Stock, of which 106,233,579 21,733,475 shares were outstanding, 17,468,095 are issued and outstanding and of which 36,395,175 shares were are held in the treasury of OryxCompany’s treasury, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 and (the "Oryx Debentures"ii) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 23,495,387 shares of Cumulative Preference Stockpreferred stock, par value $1.00 0.01 per share, none of which were outstanding and 120,000 shares 7,805,556 of which have been designated “Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights Convertible Preferred Stock” (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company“Series A Preferred Stock”), as Rights Agent, as amended all of which are issued and outstanding; 10,500,000 of which have been designated “Series B Convertible Preferred Stock” (the "Oryx Rights Agreement"“Series B Preferred Stock”), all of which are issued and (C) 15,000,000 shares outstanding; 3,389,831 of which have been designated “Series C Convertible Preferred Stock” (“Series C Preferred Stock”), par value $1.00 per shareall of which are issued and outstanding and 1,800,000 of which have been designated “Series C-1 Convertible Preferred Stock” (“Series C-1 Preferred Stock”), none of which were are issued and outstanding, designated or reserved for issuance. Since Except as set forth above and other than the Oryx Measurement Date to Options and the date of this AgreementPreferred Warrants, there have been are outstanding (i) no issuances of shares of the capital stock of Oryx or any other voting securities of Oryx other than issuances Company, (ii) no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Employee Plans which grant awards of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as any of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessableforegoing, and no class of capital stock is entitled to preemptive rights. There were other outstanding as of the Oryx Measurement Date no options, warrants or other contractual rights to acquire capital stock, directly or indirectly, from Oryx other than (x) which Company is a party the Oryx Rightsvalue of which is based on the value of Company Common Stock, (yiii) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx Company or any subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of Company may vote, (iv) no securities of Company or its subsidiaries convertible into or exchangeable for shares of capital stock may vote or voting securities of Company, ("Oryx Voting Debt"v) are issued no options or outstanding. other rights to acquire from Company or its subsidiaries and, no obligations of Company or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Company and (iiiiv) Except as otherwise set forth no equity equivalent interests in this the ownership or earnings of Company or its subsidiaries (collectively, “Company Securities”). Section 3.2(b)3.2(a) of the Company Disclosure Schedule is a true, complete and correct list of all of the securityholders of Company, including, without limitation, all holders of Company Stock or other Company Securities (including Options and Preferred Warrants) held by each securityholder of Company as of the date of this AgreementAgreement and indicating, with respect to each Option and Preferred Warrant then outstanding, the exercise price, the number of shares of Company Common Stock or Company Preferred Stock into which each such Option or Preferred Warrant is exercisable, and the expiration date of such Option or Preferred Warrant, including the extent to which any vesting had occurred as of the date of this Agreement and the extent to which the vesting of such Option or Preferred Warrant (as applicable) will be accelerated automatically by the consummation of the transactions contemplated by this Agreement or by the termination of employment or engagement or change in position of any holder thereof following or in connection with the consummation of the Merger by reason of the terms of any agreement between Company and any Person. There are no outstanding obligations of Company or its subsidiaries to repurchase redeem or otherwise acquire any Company Securities. Except as set forth on Section 3.2(a) of the Company Disclosure Schedule, there are no securities, options, warrants, calls, rights, commitments, stockholder agreements, arrangements voting trusts or undertakings of any kind other agreements or understandings to which Oryx or any of its Subsidiaries Company is a party or by which any of them it is bound obligating Oryx relating to the voting or registration of any shares of capital stock of Company. To the Knowledge of Company or any of its Subsidiariessubsidiaries, there are no irrevocable proxies and no voting agreements with respect to any shares of capital stock or the other voting securities of Company. There are no agreements requiring Company to contribute to the capital of, or lend or advance funds to, any subsidiaries of Company. There are no accrued and unpaid dividends with respect to any outstanding shares of Company Stock. The information set forth in Sections 2.1(a), 2.1(b), 2.2(a)(iii), 2.4(d), 2.5(b) and 3.2(a) of the Company Disclosure Schedule, including the portion of the Total Cash Consideration to be delivered to each Company Securityholder and the Escrow Agent for the account of each Company Stockholder, is true, complete and accurate as of the date hereof, and the information in such Sections of the Company Disclosure Schedule updated by Company pursuant to the terms of this Agreement will be true, complete and accurate as of the Effective Time, and the calculations performed to compute such information are, and will be, accurate and in accordance with the terms of this Agreement, Company’s certificate of incorporation and bylaws (as then in effect) and all other agreements and instruments among Company and the Company Securityholders. Other than in connection with any conversion of shares of Company Stock, Options or Preferred Warrants pursuant to Article II, no Person has any agreement with Company to acquire any Merger consideration. (b) All of the outstanding capital stock of Company’s subsidiaries (other than director’s qualifying shares in the case of foreign subsidiaries, each of which is set forth on section 3.2(b) of the Company Disclosure Schedule) is owned by Company, or one of its subsidiaries, directly or indirectly, free and clear of any Lien or any other material limitation or restriction (including any restriction on the right to issuevote or sell the same except as may be provided as a matter of law). There are no securities of Company or its subsidiaries convertible into or exchangeable for, deliver no options or sellother rights to acquire from Company or its subsidiaries and no other contract, understanding, arrangement or cause obligation (whether or not contingent) providing for, the issuance or sale, directly or indirectly, by Company or any of its subsidiaries of any capital stock or other ownership interests in or any other securities of any subsidiary of Company. There are no outstanding contractual obligations of Company or its subsidiaries to be issued, delivered repurchase redeem or sold, otherwise acquire any outstanding shares of capital stock or other voting securities ownership interests in any subsidiary of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingCompany. As of the date For purposes of this Agreement, there are no outstanding obligations “Lien” means any mortgage, lien, pledge, conditional sale agreement, default of Oryx title, easement, encroachment, encumbrance, hypothecation, reservation, restriction, security interest, title retention or other security arrangement, or any adverse right or interest, charge or claim of its Subsidiaries to repurchaseany nature whatsoever of, redeem on, or otherwise acquire with respect to, any shares of capital stock of Oryx asset, property or any of its Subsidiariesproperty interest. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 180,000,000 shares of Oryx Common Stock and 10,000,000 shares of Class II Preferred Stock, par value $.01 per share (the "PREFERRED STOCK"). At the time of execution of this Agreement, (i) 101,282,612 shares of Common Stock were issued and outstanding (which 106,233,579 includes 13,750,523 shares were outstandingissued in connection with the acquisition of Memco Software Ltd. ("Memco"), 17,468,095 (ii) no shares were held in the treasury of Oryx, 3,001,876 shares Common Stock were held by a Subsidiary the Company in its treasury or by any of Oryxthe Company's subsidiaries, 5,111,438 (iii) 28,442,209 shares of Common Stock were reserved for issuance pursuant to options outstanding under the Stock Plans (which includes 3,328,113 shares reserved for issuance pursuant to Stock Plans received through the acquisition of Memco), and (iv) 1,768,421 shares of Common Stock were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 the outstanding shares of Class II Series B Preferred Stock (the "Oryx DebenturesSeries B Stock"), (v) and 7,135,302 12,401,032 shares of Common Stock were reserved for issuance upon the exercise conversion of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under Company's 6 3/4% Convertible Subordinated Notes due 2001 and 6.25% Convertible Subordinated Notes due 2002 (the Oryx Plans "Convertible Notes") and (as defined below), (Bvi) 7,740,606 1,800,000 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Class II Series A Junior Cumulative Preference Participating Preferred Stock and (the "PARTICIPATING PREFERRED STOCK") were reserved for issuance upon exercise of in connection with the rights (the "Oryx RightsRIGHTS") distributed to the holders purchase shares of Oryx Common Participating Preferred Stock issued pursuant to the Rights Agreement dated as of September 11December 21, 19901995 (as amended from time to time, the "RIGHTS AGREEMENT"), between Oryx the Company and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover ▇▇▇▇▇▇ Trust Company)and Savings Bank, as Rights Agent, as amended Agent (the "Oryx Rights AgreementRIGHTS AGENT"). Except as set forth above, and (C) 15,000,000 shares at the time of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date execution of this Agreement, there have been no issuances of shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Oryx or any other securities of Oryx other than issuances of the Company are, and all shares (and accompanying Oryx Rights) which may be issued pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Stock Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights. There were outstanding Except as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing set forth in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b4.1(c) of the Oryx Disclosure Schedule sets forth a complete and correct listSchedule, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No there are not any bonds, debentures, notes or other indebtedness or securities of Oryx the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of capital stock the Company may vote ("Oryx Voting Debt") are issued or outstanding. (iii) vote. Except as otherwise set forth above and in this Section 3.2(b), as 4.1(c) of the date of this AgreementDisclosure Schedule, there are no not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating Oryx the Company or any of its Subsidiaries, directly or indirectly, subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx the Company or of any of its subsidiaries or obligating the Company or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding obligations rights, commitments, agreements, arrangements or undertakings of Oryx any kind obligating the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of Oryx the Company or any of its Subsidiaries. (iv) No action, consent subsidiaries or approval by any holder securities of Oryx Stock Options or Oryx Debentures is required in connection with the actions type described in Sections 1.10(athe two immediately preceding sentences. The Company has delivered to Parent complete and correct copies of the Stock Plans and all forms of Company Options. Section 4.1(c) of the Disclosure Schedule sets forth a complete and 5.13accurate list of all Company Options outstanding as of the date of this Agreement and the exercise price of each outstanding Company Option.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Company consists of (A) 250,000,000 10,000,000 shares of Oryx $0.01 par value per share Company Common Stock, 500,000 shares of preferred stock, $0.01 par value, and 50,000 shares of Series A Junior Participating Preferred Stock, $1.00 stated value. At the close of business on September 30, 2015, (i) 7,054,451 shares of Company Common Stock were issued and outstanding, all of which 106,233,579 were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) 2,083,455 shares were outstanding, 17,468,095 shares of Company Common Stock were held in the treasury of Oryx, 3,001,876 Company; and (iii) no shares were held by a Subsidiary of Oryx, 5,111,438 shares Company Common Stock were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 pursuant to outstanding options (the "Oryx Debentures"“Company Stock Options”) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Company Common Stock pursuant to the 2002 Stock Option and Incentive Plan, the 1996 Director Restricted Stock Plan and the 1991 Stock Option Plan, each of which has expired (collectively, the “Company Equity Plans”); and (iv) the Company had an aggregate of 72,348 stock appreciation rights (the “Stock Appreciation Rights”), which, upon exercise, entitle the holder thereof to receive a number of shares of Company Common Stock, the aggregate value of which shall equal, as nearly as possible, the amount by which the “market value” (defined to mean the average of the high and low quoted sales price on the date of exercise) of the Company Common Stock exceeds the exercise price, multiplied by the number of shares of Company Common Stock with respect to which such Stock Appreciation Right shall have been exercised. No shares of Company’s preferred stock or Series A Junior Participating Preferred Stock are issued and outstanding. Company Equity Plans are the only benefit plans of Company or its Subsidiaries under which any securities of Company or its Subsidiaries are issuable. Each share of Company Common Stock which may be issued pursuant to any Company Equity Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid and nonassessable and free of preemptive rights. Except as set forth above, no shares of capital stock or other voting securities of Company are issued, reserved for issuance or outstanding. Except for the Stock Appreciation Rights Agreement dated outstanding on the date hereof, there are no options, warrants, calls, rights, puts or Contracts to which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound obligating Company or any of its Subsidiaries to issue, deliver, sell or redeem or otherwise acquire, or cause to be issued, delivered, sold or redeemed or otherwise acquired, any shares of capital stock (or other voting securities or equity equivalents) of Company or any of its Subsidiaries or obligating Company or its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. Section 3.2(a) of the Company Letter sets forth a true and correct list as of September 1130, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares 2015 of Preferred each record holder of Company Common Stock, par value $1.00 per sharewith a notation as to which of such holders are current employees of Company or its Subsidiaries. Company does not have any outstanding bonds, none debentures, notes or other obligations the holders of which were outstandinghave the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Company on any matter. There are no Contracts to which Company, designated any of its Subsidiaries or reserved for issuanceany of their respective officers or directors is a party concerning the voting of any capital stock of Company or its Subsidiaries. Since the Oryx Measurement Date to the date For purposes of this Agreement, there have been no issuances “Contract” means any contract, agreement, instrument, guarantee, indenture, note, bond, mortgage, permit, franchise, concession, commitment, lease, license, arrangement, obligation or understanding, whether written or oral. (b) All of the outstanding shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx Company’s Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding other than as set forth in Section 3.2(b) of the Oryx Measurement Date no Company Letter, all such shares are of record and beneficially owned by Company free and clear of all security interests, liens, claims, pledges, options, warrants or rights of first refusal, limitations on voting rights, charges and other rights to acquire capital stock, directly or indirectly, from Oryx other than encumbrances of any nature whatsoever (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures“Liens”). Section 3.2(b) of the Oryx Disclosure Schedule Company Letter sets forth a complete the authorized capital stock of each Subsidiary and correct listindicates the number of issued and outstanding shares of capital stock, the number of issued shares of capital stock held as of the Oryx Measurement Date, of treasury shares and the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on unissued and not reserved for any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as purpose of the date of this Agreement, there Subsidiary. There are no securitiesagreements, arrangements, Contracts, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings commitments of any kind character relating to which Oryx the issuance, sale, purchase or any redemption of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or the Subsidiary. (c) Other than as set forth in Section 3.2(c) of the Company Letter, neither Company nor any of its SubsidiariesSubsidiaries directly or indirectly (i) owns, of record or beneficially, any outstanding voting securities or other equity interests in any Person, (ii) has the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of voting securities, by contract or otherwise, or (iii) has any right or obligation to acquire any equity interest in or to make a capital contribution to any Person. (ivd) No actionSection 3.2(d) of the Company Letter sets forth a complete and accurate list, consent or approval by any holder as of Oryx the date hereof, of (A) all Stock Appreciation Rights, Company Stock Options and other outstanding options to purchase shares of Company Common Stock issued under Company Equity Plans, the number of shares of Company Common Stock subject thereto, the grant dates, the plans under which such options were granted, expiration dates, exercise or Oryx Debentures is required in connection with the actions described in Sections 1.10(abase prices (if applicable) and 5.13vesting schedules thereof, the names of the holders thereof and the amount each such holder is entitled to receive pursuant to Section 1.4(c) and (B) all shares of Company Common Stock or other share-based awards that were outstanding but were subject to vesting or other forfeiture restrictions or were subject to a right of repurchase by Company at a fixed purchase price as of such time under Company Equity Plans, the number of shares of Company Common Stock subject thereto, the grant and issuance dates, the plan under which such awards were granted, vesting schedules and repurchase price (if any) thereof and the names of the holders thereof. (e) Company has delivered to GWBI true and complete copies of Company Equity Plans and all forms of award agreements with respect to the grant of all Company Stock Options outstanding as of the date hereof and no stock option agreement or other award agreement contains terms that are inconsistent with or in addition to such forms.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 5,000,000 shares of Oryx Common Series A Preferred Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, $.01 par value $1.00 per sharevalue, none of which were outstanding and 120,000 as of the date hereof, (B) 30,000,000 shares of Class A Common Stock, $.01 par value, 7,277,574 of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise were outstanding as of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), date hereof and (C) 15,000,000 shares of Preferred Class B Common Stock, $.01 par value $1.00 per share(the Class A Common Stock and the Class B Common Stock are collectively referred to herein as the "COMMON SHARES"), none 13,081,500 of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryxdate hereof. All issued and outstanding shares of the capital stock of Oryx outstanding Common Shares have been duly authorized and are duly authorized, validly issued, fully paid and nonassessable. The Company has no commitments to issue or deliver Common Shares except that, as of December 31, 2000, there were 1,840,000 shares of Class A Common Stock reserved for issuance pursuant to the Amended and Restated Stock Option Plan for Employees of the Company effective as of July 1, 1999 and amended and restated as of March 16, 2000 and the Amended and Restated Stock Option Plan for Non-Employee Directors of the Company effective as of August 1, 1999 and amended and restated as of March 16, 2000 (jointly, the "OPTION Plans"), and the Stand-Alone Option Plans (the "STAND-ALONE OPTIONS") identified in Section 3.1(b) of the Company Disclosure Letter (the Stand-Alone Options, together with the Option Plans, the "STOCK PLANS"), and except for shares issuable pursuant to outstanding warrants (the "WARRANTS"). Section 3.1(b) of the Company Disclosure Letter contains a correct and complete list of the Warrants, each outstanding option to purchase Common Shares under the Stock Plans (each a "COMPANY OPTION"), including the holder, date of grant, exercise price and number of Common Shares subject thereto. Except as set forth above, there are no Common Shares authorized, reserved, issued or outstanding and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, registration rights, convertible securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other ownership interest of the Company or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no optionssecurities evidencing such rights are authorized, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Oryx which have the right to vote (or convertible into or exercisable for securities having the right to vote vote) with the stockholders of the Company on any matters on which holders of capital stock may vote matter ("Oryx Voting DebtVOTING DEBT") are issued or outstanding). (iiiii) Except as otherwise set forth in this Section 3.2(b)The Company does not own, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements hold or undertakings control securities or other interests of any kind corporation, limited liability company or other entity, which would permit the Company to which Oryx elect a majority of such entity's board of directors or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sellsimilar governing body, or cause to be issued, delivered or sold, shares otherwise direct the business and policies of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiariesentity. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted i-Cube ----------------- consists of (A) 250,000,000 100 million shares of Oryx i-Cube Common StockStock and one million shares of preferred stock, par value $.01 per share, of which 106,233,579 i-Cube ("i-Cube Authorized Preferred Stock"). (i) 19,678,825 shares were of i-Cube Common Stock are issued and outstanding, 17,468,095 ; (ii) 0 shares were held in the treasury of Oryx, 3,001,876 shares were i-Cube Common Stock are held by a Subsidiary i-Cube in its treasury; (iii) 0 shares of Oryx, 5,111,438 i-Cube Authorized Preferred Stock were issued and outstanding; and (iv) 9,103,912 shares were of i-Cube Common Stock are reserved for issuance upon pursuant to the conversion of Oryx's 71993 Stock Plan, 1996 Stock Plan, 1998 Stock Incentive Plan, 1998 Employee Stock Purchase Plan, 1998 Non-1/2% Convertible Subordinated Debentures due May 15employee Director Stock Plan and Conduit Plan (such plans, 2014 (collectively, the "Oryx Debenturesi-Cube Stock Plans") and 7,135,302 (of which 7,023,643 are subject to outstanding i-Cube Stock Options (as defined below)). Except as set forth above, no shares of capital stock or other voting securities of i-Cube were issued, reserved for issuance upon or outstanding. There are no outstanding stock appreciation rights ("SARs") or rights (other than the exercise i-Cube Stock Options) to receive shares of i-Cube Common Stock on a deferred basis granted under the i-Cube Stock Plans or otherwise. i-Cube has delivered to Razorfish a complete and correct list, as of August 6, 1999, of the Oryx number of shares of i-Cube Common Stock Options subject to outstanding stock options or available for grant of other rights to purchase or receive Oryx i-Cube Common Stock granted under the Oryx i-Cube Stock Plans (collectively, "i-Cube Stock Options") and the exercise prices thereof. Except as defined below)set forth on the i-Cube Disclosure Schedule, no bonds, debentures, notes or other indebtedness of i-Cube having the right to vote (Bor convertible into, or exchangeable for, securities having the right to vote) 7,740,606 on any matters on which stockholders of i-Cube may vote are issued or outstanding. All outstanding shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of i-Cube are, and all shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All which may be issued and outstanding shares of the capital stock of Oryx are will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights. There were Except as set forth in this Section 3.01(c), (x) there are not issued, reserved for issuance or outstanding as (A) any shares of the Oryx Measurement Date no optionscapital stock or other voting securities of i-Cube, warrants (B) any securities of i-Cube convertible into or exchangeable or exercisable for shares of capital stock or voting securities of i-Cube, (C) any warrants, calls, options or other rights to acquire from i-Cube or any i-Cube subsidiary, and no obligation of i-Cube or any i-Cube subsidiary to issue, any capital stock, directly voting securities or indirectly, from Oryx other than (x) the Oryx Rights, securities convertible into or exchangeable or exercisable for capital stock or voting securities of i-Cube and (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings not any outstanding obligations of any kind to which Oryx i-Cube or any of its Subsidiaries is a party i-Cube subsidiary to repurchase, redeem or by which otherwise acquire any of them is bound obligating Oryx such securities or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. i-Cube is not a party to any voting agreement with respect to the voting of any such securities. There are no outstanding (A) securities of i-Cube or any i-Cube subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of Oryx or ownership interests in any i-Cube subsidiary, (B) warrants, calls, options or other rights to acquire from i-Cube or any i-Cube subsidiary, and no obligation of its Subsidiaries or obligating Oryx i-Cube or any of its Subsidiaries i-Cube subsidiary to issue, grantany capital stock, extend voting securities or enter other ownership interests in, or any securities convertible into or exchangeable or exercisable for any such securitycapital stock, optionvoting securities or ownership interests in, warrant, call, right, commitment, agreement, arrangement any i-Cube subsidiary or undertaking. As of the date of this Agreement, there are no outstanding (C) obligations of Oryx i-Cube or any of its Subsidiaries i-Cube subsidiary to repurchase, redeem or otherwise acquire any shares such outstanding securities of capital stock of Oryx i- Cube subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any of its Subsidiariessuch securities. Other than the i-Cube subsidiaries, i-Cube does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (a) The authorized share capital of GX consists of (i) As of October 8, 1998 (the "Oryx Measurement Date"), the authorized capital stock of Oryx consisted of (A) 250,000,000 1,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stockpreferred stock, par value $1.00 0.0001 per shareshare (“GX Preferred Shares”), none of which were outstanding and 120,000 (ii) 220,000,000 shares of which have been common stock, par value $0.0001 per share (“GX Common Stock”), with (A) 200,000,000 shares of GX Common Stock being designated Series as Class A Junior Cumulative Preference Shares and (B) 20,000,000 shares of GX Common Stock being designated as Founder Shares. As of the Measurement Date, (i) no GX Preferred Shares were issued and reserved for outstanding, (ii) 30,000,000 Class A Shares were issued and outstanding, (iii) 7,500,000 Founder Shares were issued and outstanding, (iv) 5,666,667 Class A Shares were subject to issuance upon exercise of the rights Founder’s Warrants and (v) 10,000,000 Class A Shares were subject to issuance upon exercise of the "Oryx Rights"GX Public Warrants. (b) distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx All outstanding Class A Shares and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")Founder Shares are, and (C) 15,000,000 shares of Preferred Stockall Class A Shares and Founder Shares that may be issued as permitted by this Agreement will be, par value $1.00 per sharewhen issued, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessablenonassessable and free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities Laws and the organizational documents of GX, and no class of capital stock is entitled not subject to preemptive rights. There were outstanding Except (i) as of set forth in this Section 4.3, (ii) for the Oryx GX Public Units and (iii) for changes since the Measurement Date no resulting from the issuance of shares of Class A Shares pursuant to Founder’s Warrants or the GX Public Warrants outstanding on the Measurement Date in accordance with their present terms or as expressly permitted by Section 5.3, (A) there are not issued or outstanding any (1) shares of capital stock or other voting or equity securities or interests of GX, (2) securities or interests of GX convertible into or exchangeable or exercisable for, or based upon the value of, shares of capital stock or voting or equity securities or interests of GX (including any “phantom” stock), or (3) warrants, calls, options, warrants preemptive rights, subscriptions or other rights to acquire from GX (including, in this instance, any subsidiary trust), or obligations of GX to issue, any capital stock, directly voting or indirectlyequity securities or interests or securities or interests convertible into or exchangeable or exercisable for, from Oryx other than (x) or based upon the Oryx Rightsvalue of, (y) options representing in capital stock or voting or equity securities or interests of the aggregate the right to purchase no more than 2,659,709 (collectivelyCompany, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (zB) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securitiesoutstanding obligations of GX to repurchase, options, warrants, calls, rights, commitments, agreements, arrangements redeem or undertakings of otherwise acquire any kind to which Oryx such securities or any of its Subsidiaries is a party interests or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities or interests of the GX. (c) Except as set forth on Section 4.3(c) of the GX Disclosure Letter or as contemplated by this Agreement, (1) there are no shareholder agreements or voting trusts or other agreements or understandings to which GX is a party with respect to the voting, or restricting the transfer, of the capital stock or any other equity interest of GX and (2) GX has not 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 that are in effect. GX does not have outstanding any bonds, debentures, notes or other voting debt obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities of Oryx or having the right to vote) with the GX Shareholders on any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. matter. (d) As of the date of this Agreement, there are is no outstanding obligations of Oryx shareholder rights plan, “poison pill” antitakeover plan or similar device in effect to which GX is subject, party or otherwise bound. (e) GX does not directly or indirectly own, or hold any rights to acquire, any capital stock or any other securities or interests in any other Person. (f) GX has not declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any other recapitalization of, any of its Subsidiaries to share capital, as applicable, or agreed to, directly or indirectly repurchase, redeem or otherwise acquire any shares of its 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 Oryx or any of its SubsidiariesGX. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 825, 1998 (the "Oryx Measurement Date")2005, the authorized capital stock of Oryx consisted Avicena consists of (A) 250,000,000 30,000,000 shares of Oryx Avicena Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 0.01 per share (“Avicena Common Stock”), 658,157 shares of Series A Preferred Stock, $0.01 par value per share, none of which were outstanding and 120,000 1,500,000 shares of which have been designated Series A Junior Cumulative Preference B Preferred Stock, $0.01 par value per share, and 4,000,000 shares of Series C Preferred Stock, $0.01 par value per share (collectively, “Avicena Preferred Stock”, and with the Avicena Common Stock, the “Avicena Capital Stock”). As of the close of business on October 25, 2005: (A) 12,963,397 shares of Avicena Common Stock were issued and outstanding, and 211,154 shares of Avicena Common Stock were reserved for issuance upon exercise pursuant to Avicena’s 1999 Equity Incentive Plan (the “Avicena Stock Plan”) (Amendment No. 2 to the Avicena Stock Plan, which by its terms is subject to the consummation of the rights (Merger, increased the "Oryx Rights") distributed number of shares allotted to the holders Avicena Stock Plan by 2,467,417 shares. As a result, upon consummation of Oryx Common Stock the Merger, 2,678,571 shares (3,750,000 shares adjusted for the Merger) will be reserved for issuance pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust CompanyAvicena Stock Plan), as Rights Agent, as amended (the "Oryx Rights Agreement"), no shares of Avicena Common Stock were held by Avicena in its treasury; and (CB) 15,000,000 658,157 shares of Avicena Series A Preferred Stock, par value $1.00 per share, none 953,333 shares of which Avicena Series B Preferred Stock and 3,945,824 shares of Avicena Series C Preferred Stock were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to As of the date hereof, no Voting Debt of Avicena was issued or outstanding. All outstanding shares of Avicena capital stock are, and the shares of Avicena Common Stock to be issued pursuant to or as specifically contemplated by this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are will be, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as As of the date of this Agreement, except for this Agreement, the Avicena Stock Plan, and as set forth in Section 3.2(b)(i), there are no securities, shares of capital stock or other equity securities or Voting Debt of Avicena outstanding and there are no options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx or any of its Subsidiaries Avicena is a party or by which any of them it is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, that obligate Avicena to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities any Voting Debt of Oryx Avicena or any that obligate Avicena to issue shares of its Subsidiaries capital stock or obligating Oryx Voting Debt or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. As of the date of this Agreementhereof, there are no outstanding contractual obligations of Oryx or any of its Subsidiaries Avicena to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its SubsidiariesAvicena. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date")date of this Agreement, the authorized capital stock of Oryx consisted the Acquiror consists of (A) 250,000,000 400,000,000 shares of Oryx IMS Health Common Stock, 10,000,000 shares of which 106,233,579 Series Common Stock, $.01 per share, of the Acquiror ("Series Stock") and 10,000,000 shares were of preferred stock, par value $.01 per share, of the Acquiror (the "IMS Health Preferred Stock"). As of the close of business on July 8, 1998, there were: (i) 166,812,695 shares of IMS Health Common Stock issued and outstanding, 17,468,095 ; (ii) 800,000 shares were of IMS Health Common Stock held in the treasury of Oryx, 3,001,876 the Acquiror; (iii) 36,055,000 shares were held by a Subsidiary of Oryx, 5,111,438 shares were IMS Health Common Stock reserved for issuance upon pursuant to the conversion of OryxAcquiror's 7-1/2% Convertible Subordinated Debentures due May 15stock option and stock purchase plans (such plans, 2014 (collectively, the "Oryx DebenturesIMS Health Stock Plans"); (iv) and 7,135,302 15,594,988 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx IMS Health Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance issuable upon exercise of the rights awarded but unexercised stock options; and (the "Oryx Rights"v) distributed to the holders no shares of Oryx Common Series Stock or IMS Health Preferred Stock outstanding. Except as set forth above and except for shares of junior participating preferred stock issuable pursuant to the Rights Agreement Agreement, dated as of September 11June 15, 19901998, between Oryx the Acquiror and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover First Chicago Trust Company)Company of New York, as Rights Agentof the close of business on July 8, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 1998 there were no shares of Preferred Stockcapital stock or other equity securities of the Acquiror issued, par value $1.00 per share, none of which were outstanding, designated or reserved for issuanceissuance or outstanding. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of All outstanding shares of the capital stock of Oryx or any other securities of Oryx other than issuances of the Acquiror are, and all shares (and accompanying Oryx Rights) pursuant to options or rights outstanding which may be issued as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are described above will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as As of the date of this Agreement, there are no outstanding bonds, debentures, notes or other indebtedness or debt securities of the Acquiror 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 Acquiror may vote. Except as set forth above or in Section 3.2(b) of the disclosure schedule delivered by the Acquiror to PMSI at the time of the execution of this Agreement (the "IMS Health Disclosure Schedule"), there are no outstanding securities, options, warrants, calls, rights, commitments, agreementsagreements (other than this Agreement), arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries the Acquiror is a party or by which any of them it is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, the Acquiror to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Oryx or any of its Subsidiaries the Acquiror or obligating Oryx or any of its Subsidiaries the Acquiror to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As Except as set forth in Section 3.2(b) of the date of this AgreementIMS Health Disclosure Schedule, there are no outstanding obligations contractual obligations, commitments, understandings or arrangements of Oryx or any of its Subsidiaries the Acquiror to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Oryx or any of its Subsidiariesthe Acquiror. (ivii) No actionDuring the period from July 1, consent 1998 through the date of this Agreement, except as set forth in Section 3.2(b) of the IMS Health Disclosure Schedule, the Acquiror did not (A) issue or approval permit to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of the Acquiror, other than pursuant to or as permitted by the terms of the IMS Health Stock Plans; (B) repurchase, redeem or otherwise acquire, directly or indirectly through one or more subsidiaries, any holder shares of Oryx Stock Options capital stock of the Acquiror; or Oryx Debentures is required in connection with (C) declare, set aside, make or pay to the actions described in Sections 1.10(a) and 5.13stockholders of the Acquiror dividends or other distributions on the outstanding shares of capital stock of the Acquiror (other than regular quarterly cash dividends on the IMS Health Common Stock).

Capital Structure. (a) The authorized share capital of GX consists of (i) As of October 8, 1998 (the "Oryx Measurement Date"), the authorized capital stock of Oryx consisted of (A) 250,000,000 1,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stockpreferred stock, par value $1.00 0.0001 per shareshare (“GX Preferred Shares”), none of which were outstanding and 120,000 (ii) 220,000,000 shares of which have been common stock, par value $0.0001 per share (“GX Common Stock”), with (A) 200,000,000 shares of GX Common Stock being designated Series as Class A Junior Cumulative Preference Shares and (B) 20,000,000 shares of GX Common Stock being designated as Founder Shares. As of the Measurement Date, (i) no GX Preferred Shares were issued and reserved for outstanding, (ii) 30,000,000 Class A Shares were issued and outstanding, (iii) 7,500,000 Founder Shares were issued and outstanding, (iv) 5,666,667 Class A Shares were subject to issuance upon exercise of the rights Founder’s Warrants and (v) 10,000,000 Class A Shares were subject to issuance upon exercise of the "Oryx Rights"GX Public Warrants. (b) distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx All outstanding Class A Shares and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")Founder Shares are, and (C) 15,000,000 shares of Preferred Stockall Class A Shares and Founder Shares that may be issued as permitted by this Agreement will be, par value $1.00 per sharewhen issued, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessablenonassessable and free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities Laws and the organizational documents of GX, and no class of capital stock is entitled not subject to preemptive rights. There were outstanding Except (i) as of set forth in this Section 4.3, (ii) for the Oryx GX Public Units and (iii) for changes since the Measurement Date no resulting from the issuance of shares of Class A Shares pursuant to Founder’s Warrants or the GX Public Warrants outstanding on the Measurement Date in accordance with their present terms or as expressly permitted by Section 5.3, (A) there are not issued or outstanding any (1) shares of capital stock or other voting or equity securities or interests of GX, (2) securities or interests of GX convertible into or exchangeable or exercisable for, or based upon the value of, shares of capital stock or voting or equity securities or interests of GX (including any “phantom” stock), or (3) warrants, calls, options, warrants preemptive rights, subscriptions or other rights to acquire from GX (including, in this instance, any subsidiary trust), or obligations of GX to issue, any capital stock, directly voting or indirectlyequity securities or interests or securities or interests convertible into or exchangeable or 33 exercisable for, from Oryx other than (x) or based upon the Oryx Rightsvalue of, (y) options representing in capital stock or voting or equity securities or interests of the aggregate the right to purchase no more than 2,659,709 (collectivelyCompany, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (zB) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securitiesoutstanding obligations of GX to repurchase, options, warrants, calls, rights, commitments, agreements, arrangements redeem or undertakings of otherwise acquire any kind to which Oryx such securities or any of its Subsidiaries is a party interests or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities or interests of the GX. (c) Except as set forth on Section 4.3(c) of the GX Disclosure Letter or as contemplated by this Agreement, (1) there are no shareholder agreements or voting trusts or other agreements or understandings to which GX is a party with respect to the voting, or restricting the transfer, of the capital stock or any other equity interest of GX and (2) GX has not 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 that are in effect. GX does not have outstanding any bonds, debentures, notes or other voting debt obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities of Oryx or having the right to vote) with the GX Shareholders on any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. matter. (d) As of the date of this Agreement, there are is no outstanding obligations of Oryx shareholder rights plan, “poison pill” antitakeover plan or similar device in effect to which GX is subject, party or otherwise bound. (e) GX does not directly or indirectly own, or hold any rights to acquire, any capital stock or any other securities or interests in any other Person. (f) GX has not declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any other recapitalization of, any of its Subsidiaries to share capital, as applicable, or agreed to, directly or indirectly repurchase, redeem or otherwise acquire any shares of its 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 Oryx or any of its SubsidiariesGX. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.