Common use of Authorized and Issued Shares Clause in Contracts

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Heinz capital stock consists of (A) 4,000,000,000 shares of Heinz Common Stock and (B) 80,000 shares of preferred stock, par value $0.01 per share (the “Heinz Preferred Stock,” and, together with the Heinz Common Stock, the “Heinz Capital Stock”). As of the close of business on March 19, 2015 (such date and time, the “Measurement Date”), (1) 850,954,324 shares of Heinz Common Stock were issued and outstanding, (2) no shares of Heinz Common Stock were held in Heinz’s treasury, (3) 80,000 shares of Heinz Preferred Stock were issued and outstanding, (4) a single warrant with an exercise price of $0.01 per underlying share (the “Heinz Warrant”) was issued and outstanding, entitling the holder thereof, upon exercise, to receive an aggregate of 46,195,652 shares of Heinz Common Stock, (5) 15,575,669 shares of Heinz Common Stock were reserved and available for issuance pursuant to the 2013 Omnibus Incentive Plan (the “Heinz Stock Plan”), (6) 22,948,007 options to purchase Heinz Common Stock pursuant to the Heinz Stock Plan (“Heinz Stock Options”) were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 22,948,007 shares of Heinz Common Stock and (7) 122,000 restricted stock units (“Heinz RSUs”) were outstanding, entitling the holders thereof to receive an aggregate of 122,000 shares of Heinz Common Stock. As of the Measurement Date, (I) no shares of capital stock or other voting securities of, (II) other equity or voting interests in or (III) securities convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in (clauses (I), (II) and (III), collectively, “Equity Interests”) Heinz were issued, reserved for issuance or outstanding except as set forth in this Section 3.02(a)(i). All of the issued and outstanding shares of Heinz Capital Stock are and, at the time of issuance, all such shares that may be issued in connection with the Equity Investment, as Merger Consideration or upon the exercise of, or pursuant to, Heinz Stock Options, Heinz RSUs, the Heinz Stock Plan or Heinz Warrants will be, duly authorized and validly issued and fully paid, 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 General Corporation Law of the State of Delaware (the “DGCL”), the Heinz Charter, the New Heinz Charter, the Heinz By-laws, the New Heinz By-laws or any Contract to which Heinz is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Heinz has not issued any Equity Interests other than the issuance of Heinz Common Stock upon the exercise of, or pursuant to, Heinz Stock Options, Heinz RSUs and Heinz Warrants outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Heinz Leap capital stock consists of (A) 4,000,000,000 58,500,000 shares of Heinz Leap Common Stock and (B) 80,000 42,500,000 shares of preferred stock, par value $0.01 0.001 per share (the “Heinz Leap Preferred Stock,” and, together with the Heinz Leap Common Stock, the “Heinz Leap Capital Stock”). As of the close date of business on March 19, 2015 (such date and time, the “Measurement Date”)this Agreement, (1) 850,954,324 zero shares of Heinz Leap Common Stock were issued and outstanding, (2) no shares of Heinz Leap Common Stock were held in HeinzLeap’s treasury, (3) 80,000 42,281,984 shares of Heinz Leap Preferred Stock were issued and outstandingoutstanding (of which 9,000,000 were designated Series A Preferred Stock, 21,500,000 were designated Series B Preferred Stock and 11,781,984 were designated Series C Preferred Stock), (4) a single warrant with an exercise price of $0.01 per underlying share (the “Heinz Warrant”) was issued and outstanding, entitling the holder thereof, upon exercise, to receive an aggregate of 46,195,652 1,221,520 shares of Heinz Common Stock, (5) 15,575,669 shares of Heinz Leap Common Stock were reserved and available for issuance pursuant to the 2013 Omnibus 2012 Equity Incentive Plan Plan, as amended and in effect from time to time (the “Heinz Stock 2012 Plan”), ,” which term shall include the Amended and Restated 2012 Plan to be adopted by Leap and to become effective immediately prior to the Effective Time pursuant to Section 6.13(e) hereof) and (65) 22,948,007 options to purchase Heinz Leap Common Stock pursuant to the Heinz Stock 2012 Plan (“Heinz Stock Options”) were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 22,948,007 864,638 shares of Heinz Leap Common Stock. Prior to the Effective Time, Leap will adopt the Amended and Restated 2012 Plan and the 2016 Equity Incentive Plan (the “2016 Plan” and together with the 2012 Plan, collectively, the “Leap Stock Plans”) in accordance with the provisions of Section 6.13(e) hereof, and Leap will reserve and maintain available for issuance under each of the 2012 Plan and the 2016 Plan the number of shares of Leap Common Stock that are authorized for issuance under the 2012 Plan and the 2016 Plan, respectively, in accordance with the provisions of Section 6.13(e) hereof. Immediately prior to the Effective Time, there will be no options outstanding to purchase Leap Common pursuant to the 2016 Plan (7) 122,000 restricted stock units (for purpose of this Agreement, options to purchase Leap Common Stock under either the 2012 Plan or the 2016 Plan are referred to, collectively, as “Heinz RSUsLeap Stock Options”) were outstanding, entitling the holders thereof to receive an aggregate of 122,000 shares of Heinz Common Stock). As of the Measurement Datedate of this Agreement, (I) no shares of capital stock or other voting securities of, (II) other equity or voting interests in or (III) securities convertible into or exchangeable for, or Leap Stock Options or other options, warrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in (clauses (Ii), (II) and (III), collectively, “Equity Interests”) Heinz Leap were issued, reserved for issuance or outstanding except as set forth in this Section 3.02(a)(i). All of the issued and outstanding shares of Heinz Leap Capital Stock are and, at the time of issuance, all such shares that may be issued in connection with the Equity Investment, as Merger Consideration or upon the exercise of, or pursuant to, Heinz Leap Stock Options, Heinz RSUs, Options or the Heinz Leap Stock Plan or Heinz Warrants Plans will be, duly authorized and validly issued and fully paid, 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 General Corporation Law of the State of Delaware (the “DGCL”), the Heinz Leap Charter, the New Heinz Leap Charter, the Heinz Leap By-laws, the New Heinz Leap By-laws or any Contract to which Heinz Leap is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Heinz has not issued any Equity Interests other than the issuance of Heinz Common Stock upon the exercise of, or pursuant to, Heinz Stock Options, Heinz RSUs and Heinz Warrants outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time.

Authorized and Issued Shares. (i) As of the date of this Agreement, the M-CO’s authorized Heinz share capital stock consists of (A) 4,000,000,000 shares of Heinz Common Stock and (B) 80,000 shares of preferred stock, par value $0.01 per share 100,000,000 M-CO Ordinary Shares (the “Heinz Preferred Stock,” and, together with the Heinz Common Stock, the “Heinz Capital StockM-CO Share Capital”). As of the close date of business on March 19, 2015 (such date and time, the “Measurement Date”)this Agreement, (1) 850,954,324 shares of Heinz Common Stock 17,932,079 M-CO Ordinary Shares were issued and outstanding, (2) no shares of Heinz Common Stock M-CO Ordinary Shares were held in HeinzM-CO’s treasury, (3) 80,000 shares of Heinz Preferred Stock were issued and outstanding, (4) a single warrant with an exercise price of $0.01 per underlying share (the “Heinz Warrant”) was issued and outstanding, entitling the holder thereof, upon exercise, to receive an aggregate of 46,195,652 shares of Heinz Common Stock, (5) 15,575,669 shares of Heinz Common Stock 890,146 M-CO Ordinary Shares were reserved and available for issuance pursuant to the M-CO 2008 Option Plan (the “M-CO 2008 Plan”), (4) 1,923,108 M-CO Ordinary Shares were reserved and available for issuance pursuant to the M-CO 2013 Omnibus Share Incentive Plan (the “Heinz Stock M-CO 2013 Plan”), (65) 22,948,007 890,146 options to purchase Heinz Common Stock M-CO Ordinary Shares pursuant to the Heinz Stock M-CO 2008 Plan (“Heinz Stock M-CO 2008 Options”) were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 22,948,007 shares of Heinz Common Stock and 890,146 M-CO Ordinary Shares, (76) 122,000 restricted stock units 682,542 options to purchase M-CO Ordinary Shares pursuant to the M-CO 2013 Plan (“Heinz RSUsM-CO 2013 Options” and, together with the other equity interests referred to in clause (5) of this sentence, the “M-CO Options”) were outstanding, entitling the holders thereof thereof, upon exercise, to receive an aggregate of 122,000 682,542 M-CO Ordinary Shares, and (7) 315,330 warrants to purchase shares of Heinz Common StockM-CO Share Capital were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 315,330 shares of M-CO Ordinary Shares (the “M-CO Warrants”). As of the Measurement Datedate of this Agreement, (I) no 578,680 M-CO Options were outstanding with an exercise price of $10.00 or above, entitling the holders thereof, upon exercise, to receive an aggregate of 578,680 shares of capital stock or other voting securities M-CO Ordinary Shares (the “M-CO Out-of-the-Money Options”). As of the date of this Agreement, (II) other equity or voting interests no Equity Interests in or (III) securities convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in (clauses (I), (II) and (III), collectively, “Equity Interests”) Heinz M-CO were issued, reserved for issuance or outstanding except as set forth in this Section 3.02(a)(i4.02(a)(i). All of the issued and outstanding shares of Heinz M-CO Share Capital Stock are and, at the time of issuance, all such shares that may be issued in connection with the Equity Investment, as Merger Consideration or upon the exercise or vesting of, or pursuant to, Heinz Stock Options, Heinz RSUs, the Heinz Stock Plan or Heinz Warrants M-CO Options will be, duly authorized and validly issued and fully paid, 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 General Corporation Law of the State of Delaware (the “DGCL”)Companies Law, the Heinz Charter, the New Heinz Charter, the Heinz ByM-laws, the New Heinz By-laws CO Charter or any Contract to which Heinz M-CO is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Heinz has not issued any Equity Interests other than the issuance of Heinz Common Stock upon the exercise of, or pursuant to, Heinz Stock Options, Heinz RSUs and Heinz Warrants outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Heinz Kraft capital stock consists of (A) 4,000,000,000 5,000,000,000 shares of Heinz Kraft Common Stock and (B) 80,000 500,000,000 shares of preferred stock, without par value $0.01 per share (the “Heinz Kraft Preferred Stock,” and, together with the Heinz Kraft Common Stock, the “Heinz Kraft Capital Stock”). As of the close of business on March 19, 2015 (such date and time, the “Measurement Date”), (1) 850,954,324 588,265,637 shares of Heinz Kraft Common Stock were issued and outstanding, (2) no 14,394,493 shares of Heinz Kraft Common Stock were held in HeinzKraft’s treasury, (3) 80,000 no shares of Heinz Kraft Preferred Stock were issued and outstanding, (4) a single warrant with an exercise price of $0.01 per underlying share (the “Heinz Warrant”) was issued and outstanding, entitling the holder thereof, upon exercise, to receive an aggregate of 46,195,652 11,049,862 shares of Heinz Common Stock, (5) 15,575,669 shares of Heinz Kraft Common Stock were reserved and available for issuance pursuant to the 2013 Omnibus Kraft Employee Stock Purchase Plan (the “ESPP”), (5) 4,844,801 shares of Kraft Common Stock were reserved and available for issuance pursuant to the Kraft Management Stock Purchase Plan (the “MSPP”), (6) 26,952,707 shares of Kraft Common Stock were reserved and available for issuance pursuant to the Kraft 2012 Performance Incentive Plan (the “Heinz Kraft Stock Plan”), (67) 22,948,007 35,257 shares of Kraft Common Stock subject to forfeiture or vesting conditions were outstanding (“Kraft Restricted Shares”), (8) 16,144,102 options to purchase Heinz Kraft Common Stock pursuant to the Heinz Kraft Stock Plan (“Heinz Kraft Stock Options”) were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 22,948,007 16,144,102 shares of Heinz Kraft Common Stock, (9) 21,661 stock appreciation rights in respect of Kraft Common Stock and pursuant to the Kraft Stock Plan (7“Kraft SARs”) 122,000 were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of up to 21,661 shares of Kraft Common Stock, (10) 1,866,212 restricted stock units (“Heinz Kraft RSUs”) were outstanding, entitling the holders thereof to receive an aggregate of 122,000 1,866,212 shares of Heinz Kraft Common Stock. As of the Measurement Date, (I11) no 2,293,921 performance shares (“Kraft Performance Shares”) were outstanding, entitling the holders thereof to receive an aggregate of 2,293,921 shares of capital stock or other voting securities of, (II) other equity or voting interests in or (III) securities convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in (clauses (I), (II) and (III), collectively, “Equity Interests”) Heinz were issued, reserved for issuance or outstanding except as set forth in this Section 3.02(a)(i). All of the issued and outstanding shares of Heinz Capital Stock are and, at the time of issuance, all such shares that may be issued in connection with the Equity Investment, as Merger Consideration or upon the exercise of, or pursuant to, Heinz Stock Options, Heinz RSUs, the Heinz Stock Plan or Heinz Warrants will be, duly authorized and validly issued and fully paid, 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 General Corporation Law of the State of Delaware (the “DGCL”), the Heinz Charter, the New Heinz Charter, the Heinz By-laws, the New Heinz By-laws or any Contract to which Heinz is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Heinz has not issued any Equity Interests other than the issuance of Heinz Kraft Common Stock upon the exercise of, or pursuant to, Heinz Stock Options, Heinz RSUs and Heinz Warrants outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time.target,

Authorized and Issued Shares. (i) As of the date of this Agreement, the The authorized Heinz CGI capital stock consists of (A) 4,000,000,000 100,000,000 shares of Heinz CGI Common Stock and (B) 80,000 9,764,000 shares of preferred stock, par value $0.01 0.0001 per share (the “Heinz CGI Preferred Stock,” and, together with the Heinz CGI Common Stock, the “Heinz CGI Capital Stock”). As of the close date of business on March 19, 2015 (such date and time, the “Measurement Date”)this Agreement, (1) 850,954,324 27,746,497 shares of Heinz CGI Common Stock were issued and outstanding, (2) no shares of Heinz Common Stock were held in Heinz’s treasury, (3) 80,000 shares of Heinz CGI Preferred Stock were issued and outstanding, (43) a single warrant with an exercise price of $0.01 per underlying share (the “Heinz Warrant”) was issued and warrants to purchase CGI Common Stock were outstanding, entitling the holder holders thereof, upon exercise, to receive an aggregate of 46,195,652 10,054,990 shares of Heinz CGI Common StockStock (the “CGI Warrants”), (4) 3,327,9971 shares of CGI Common Stock were issuable upon the conversion of the Iliad Convertible Note, (5) 15,575,669 58,913 shares of Heinz CGI Common Stock were reserved and available for issuance pursuant to the 2013 Omnibus Amended and Restated Cancer Genetics, Inc. 2011 Equity Incentive Plan Plan, as amended and in effect on the date hereof (the “Heinz Stock 2011 Plan”), ) and (6) 22,948,007 options to purchase Heinz CGI Common Stock pursuant to the Heinz 2011 Plan and the Cancer Genetics, Inc. Amended and Restated 2008 Stock Plan Option Plan, as amended and in effect on the date hereof (the “Heinz 2008 Plan” and together with the 2011 Plan, collectively, the “CGI Stock OptionsPlans”) were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 22,948,007 3,148,853 shares of Heinz CGI Common Stock and (7) 122,000 restricted stock units (“Heinz RSUs”) were outstandingfor purpose of this Agreement, entitling options to purchase CGI Common Stock pursuant to the holders thereof to receive an aggregate of 122,000 shares of Heinz Common Stock. As of the Measurement Date, (I) no shares of capital stock or other voting securities of, (II) other equity or voting interests in or (III) securities convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in (clauses (I), (II) and (III)CGI Stock Plans are referred to, collectively, as “CGI Stock Options”). CGI does not hold any shares of its capital stock in its treasury. Except as set forth in the second sentence of this Section 3.02(a)(i), no other Equity Interests”) Heinz Interests of CGI were issued, reserved for issuance or outstanding except as set forth outstanding, and CGI has no other options, warrants, calls, pre-emptive rights, subscriptions or other rights, Contracts, arrangements or commitments of any kind, including any stockholder rights plan, relating to, or the value of which is determined in this Section 3.02(a)(i)reference to, the issued or unissued CGI Capital Stock or the capital stock of any CGI Subsidiary, obligating CGI or any CGI Subsidiary to issue, transfer or sell, or cause to be issued, transferred or sold, any Equity Interests of CGI or any CGI Subsidiary. All of the issued and outstanding shares of Heinz CGI Capital Stock are and, at the time of issuance, all such shares that may be issued in connection with the Equity Investment, as Merger Consideration or upon the exercise of, or pursuant to, Heinz CGI Warrants, CGI Stock Options, Heinz RSUs, Options or the Heinz CGI Stock Plan or Heinz Warrants Plans will be, when issued in accordance with their respective terms, duly authorized and validly issued and fully paid, 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 General Corporation Law of the State of Delaware (the “DGCL”), the Heinz CGI Charter, the New Heinz Charter, the Heinz By-laws, the New Heinz By-laws CGI Bylaws or any Contract contract, subcontract, agreement, binding commitment, note, bond, mortgage, indenture, lease, license, sublicense, franchise or other legally binding instrument, obligation or arrangement, whether oral or in writing (“Contract”) to which Heinz CGI is a party or by which it is otherwise bound. From 1 Based on principal and after the Measurement Date through the date of this Agreement, Heinz has not issued any Equity Interests other than the issuance of Heinz Common Stock upon the exercise of, or pursuant to, Heinz Stock Options, Heinz RSUs and Heinz Warrants outstanding interest accrued as of the Measurement Date September 7, 2018, using simple interest and in accordance with their respective terms in effect at such time365-day year.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Heinz Kraft capital stock consists of (A) 4,000,000,000 5,000,000,000 shares of Heinz Kraft Common Stock and (B) 80,000 500,000,000 shares of preferred stock, without par value $0.01 per share (the “Heinz Kraft Preferred Stock,” and, together with the Heinz Kraft Common Stock, the “Heinz Kraft Capital Stock”). As of the close of business on March 19, 2015 (such date and time, the “Measurement Date”), (1) 850,954,324 588,265,637 shares of Heinz Kraft Common Stock were issued and outstanding, (2) no 14,394,493 shares of Heinz Kraft Common Stock were held in HeinzKraft’s treasury, (3) 80,000 no shares of Heinz Kraft Preferred Stock were issued and outstanding, (4) a single warrant with an exercise price of $0.01 per underlying share (the “Heinz Warrant”) was issued and outstanding, entitling the holder thereof, upon exercise, to receive an aggregate of 46,195,652 11,049,862 shares of Heinz Common Stock, (5) 15,575,669 shares of Heinz Kraft Common Stock were reserved and available for issuance pursuant to the 2013 Omnibus Kraft Employee Stock Purchase Plan (the “ESPP”), (5) 4,844,801 shares of Kraft Common Stock were reserved and available for issuance pursuant to the Kraft Management Stock Purchase Plan (the “MSPP”), (6) 26,952,707 shares of Kraft Common Stock were reserved and available for issuance pursuant to the Kraft 2012 Performance Incentive Plan (the “Heinz Kraft Stock Plan”), (67) 22,948,007 35,257 shares of Kraft Common Stock subject to forfeiture or vesting conditions were outstanding (“Kraft Restricted Shares”), (8) 16,144,102 options to purchase Heinz Kraft Common Stock pursuant to the Heinz Kraft Stock Plan (“Heinz Kraft Stock Options”) were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 22,948,007 16,144,102 shares of Heinz Kraft Common Stock, (9) 21,661 stock appreciation rights in respect of Kraft Common Stock and pursuant to the Kraft Stock Plan (7“Kraft SARs”) 122,000 were outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of up to 21,661 shares of Kraft Common Stock, (10) 1,866,212 restricted stock units (“Heinz Kraft RSUs”) were outstanding, entitling the holders thereof to receive an aggregate of 122,000 1,866,212 shares of Heinz Kraft Common Stock, (11) 2,293,921 performance shares (“Kraft Performance Shares”) were outstanding, entitling the holders thereof to receive an aggregate of 2,293,921 shares of Kraft Common Stock at target, (12) 144,625 deferred compensation units (“Kraft DCUs”) were outstanding under the MSPP, entitling the holders thereof to receive an aggregate of 144,625 shares of Kraft Common Stock and (13) 83,707 deferred shares were outstanding, entitling the holders thereof to receive an aggregate of 83,707 shares of Kraft Common Stock (“Kraft Deferred Shares” and, together with the other equity interests referred to in clauses (7) through (12) of this sentence, the “Kraft Equity Awards”). As of the Measurement Date, (I) no shares of capital stock or other voting securities of, (II) other equity or voting interests Equity Interests in or (III) securities convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in (clauses (I), (II) and (III), collectively, “Equity Interests”) Heinz Kraft were issued, reserved for issuance or outstanding except as set forth in this Section 3.02(a)(i4.02(a)(i). All of the issued and outstanding shares of Heinz Kraft Capital Stock are and, at the time of issuance, all such shares that may be issued in connection with the Equity Investment, as Merger Consideration or upon the exercise or vesting of, or pursuant to, Heinz Stock Options, Heinz RSUs, the Heinz Stock Plan or Heinz Warrants Kraft Equity Awards will be, duly authorized and validly issued and fully paid, 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 General Corporation Law of the State of Delaware (the “DGCL”)VSCA, the Heinz Kraft Charter, the New Heinz Charter, the Heinz By-laws, the New Heinz Kraft By-laws or any Contract to which Heinz Kraft is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Heinz Kraft has not issued any Equity Interests other than the issuance of Heinz Kraft Common Stock upon the exercise or vesting of, or pursuant to, Heinz Stock Options, Heinz RSUs and Heinz Warrants Kraft Equity Awards outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Heinz United capital stock consists of (A) 4,000,000,000 1,000,000,000 shares of Heinz Common Stock and (B) 80,000 shares of preferred stock, par value $0.01 per share (the “Heinz Preferred Stock,” and, together with the Heinz United Common Stock, the “Heinz Capital Stock”). As of which, as of the close of business on March 19April 29, 2015 2010 (such date and time, the “Measurement Date”), 168,276,876 shares were issued and outstanding (1including the United Reserve Shares), of which 274,767 were United Restricted Shares, (B) 850,954,324 250,000,000 shares of Heinz Common Preferred Stock (the “Serial Preferred Stock”), of which, as of the Measurement Date, zero shares were issued and outstanding, (2C) no shares one share of Heinz Common Stock were held in Heinz’s treasury, (3) 80,000 shares of Heinz Class Pilot MEC Junior Preferred Stock were issued and outstanding, (4) a single warrant with an exercise price of $0.01 per underlying share (the “Heinz WarrantClass Pilot MEC Preferred Stock”) ), of which, as of the Measurement Date, one share was issued and outstanding, entitling and (D) one share of Class IAM Junior Preferred Stock (the holder thereof“Class IAM Preferred Stock,” and, upon exercisecollectively with the Serial Preferred Stock and the Class Pilot MEC Preferred Stock, to receive an aggregate of 46,195,652 shares of Heinz the “United Preferred Stock,” and together with the United Common Stock, (5) 15,575,669 shares of Heinz Common Stock were reserved and available for issuance pursuant to the 2013 Omnibus Incentive Plan (the “Heinz Stock PlanUnited Capital Stock”), (6) 22,948,007 options to purchase Heinz Common Stock pursuant to of which, as of the Heinz Stock Plan (“Heinz Stock Options”) were Measurement Date, one share was issued and outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 22,948,007 shares of Heinz Common Stock and (7) 122,000 restricted stock units (“Heinz RSUs”) were outstanding, entitling the holders thereof to receive an aggregate of 122,000 shares of Heinz Common Stock. As of the Measurement Date, (I) 1,097,693 shares of United Capital Stock were held in United’s treasury. As of the Measurement Date, no shares of United’s capital stock or other voting securities of, (II) other equity of or voting interests in or (III) securities convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in (clauses (I), (II) and (III), collectively, “Equity Interests”) Heinz United were issued, reserved for issuance or outstanding except as set forth in this Section 3.02(a)(i3.2(a)(i). All of the issued and outstanding shares of Heinz United Capital Stock are and, at the time of issuance, all such shares that may be issued in connection with the Equity Investment, as Merger Consideration or upon the exercise or vesting of, or pursuant to, Heinz United Stock OptionsOptions and United Stock-Based Awards or upon the conversion of United’s 5% Senior Convertible Notes due 2021 (the “X’Xxxx Notes”) issued pursuant to the Indenture dated as of February 1, Heinz RSUs2006, between United and Bank of New York Trust Company, N.A., as trustee, as amended to the Heinz Stock Plan date of this Agreement (the “X’Xxxx Notes Indenture”), United’s 4.5% Senior Limited Subordinated Convertible Notes due 2021 (the “Labor Notes”) issued pursuant to the Indenture dated as of July 25, 2006, between United and Bank of New York Trust Company, N.A., as trustee, as amended to the date of this Agreement (the “Labor Notes Indenture”), or Heinz Warrants United’s 6% Senior Convertible Notes due 2029 (the “United 6% Convertible Notes”) issued pursuant to the Indenture dated as of October 7, 2009, between United and Bank of New York Trust Company, N.A., as trustee, as amended to the date of this Agreement (the “United 6% Convertible Notes Indenture”), will be, duly authorized and validly issued and fully paid, 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 General Corporation Law of the State of Delaware (the “DGCL”)Law, the Heinz United Charter, the New Heinz Charter, the Heinz By-laws, the New Heinz By-laws United Bylaws or any Contract contract to which Heinz United is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Heinz United has not issued any Equity Interests capital stock or voting securities or other equity interests other than the issuance of Heinz Common United Capital Stock upon the exercise or vesting of, or pursuant to, Heinz United Stock Options, Heinz RSUs Options and Heinz Warrants United Stock-Based Awards outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time or upon the conversion of the X’Xxxx Notes, Labor Notes or United 6% Convertible Notes, in each case outstanding as of the Measurement Date and in accordance with their terms in effect at such time.

Authorized and Issued Shares. (i) As of the date of this Agreement, the authorized Heinz United capital stock consists of (A) 4,000,000,000 1,000,000,000 shares of Heinz Common Stock and (B) 80,000 shares of preferred stock, par value $0.01 per share (the “Heinz Preferred Stock,” and, together with the Heinz United Common Stock, the “Heinz Capital Stock”). As of which, as of the close of business on March 19April 29, 2015 2010 (such date and time, the “Measurement Date”), 168,276,876 shares were issued and outstanding (1including the United Reserve Shares), of which 274,767 were United Restricted Shares, (B) 850,954,324 250,000,000 shares of Heinz Common Preferred Stock (the “Serial Preferred Stock”), of which, as of the Measurement Date, zero shares were issued and outstanding, (2C) no shares one share of Heinz Common Stock were held in Heinz’s treasury, (3) 80,000 shares of Heinz Class Pilot MEC Junior Preferred Stock were issued and outstanding, (4) a single warrant with an exercise price of $0.01 per underlying share (the “Heinz WarrantClass Pilot MEC Preferred Stock”) ), of which, as of the Measurement Date, one share was issued and outstanding, entitling and (D) one share of Class IAM Junior Preferred Stock (the holder thereof“Class IAM Preferred Stock,” and, upon exercisecollectively with the Serial Preferred Stock and the Class Pilot MEC Preferred Stock, to receive an aggregate of 46,195,652 shares of Heinz the “United Preferred Stock,” and together with the United Common Stock, (5) 15,575,669 shares of Heinz Common Stock were reserved and available for issuance pursuant to the 2013 Omnibus Incentive Plan (the “Heinz Stock PlanUnited Capital Stock”), (6) 22,948,007 options to purchase Heinz Common Stock pursuant to of which, as of the Heinz Stock Plan (“Heinz Stock Options”) were Measurement Date, one share was issued and outstanding, entitling the holders thereof, upon exercise, to receive an aggregate of 22,948,007 shares of Heinz Common Stock and (7) 122,000 restricted stock units (“Heinz RSUs”) were outstanding, entitling the holders thereof to receive an aggregate of 122,000 shares of Heinz Common Stock. As of the Measurement Date, (I) 1,097,693 shares of United Capital Stock were held in United’s treasury. As of the Measurement Date, no shares of United’s capital stock or other voting securities of, (II) other equity of or voting interests in or (III) securities convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in (clauses (I), (II) and (III), collectively, “Equity Interests”) Heinz United were issued, reserved for issuance or outstanding except as set forth in this Section 3.02(a)(i3.2(a)(i). All of the issued and outstanding shares of Heinz United Capital Stock are and, at the time of issuance, all such shares that may be issued in connection with the Equity Investment, as Merger Consideration or upon the exercise or vesting of, or pursuant to, Heinz United Stock OptionsOptions and United Stock-Based Awards or upon the conversion of United’s 5% Senior Convertible Notes due 2021 (the “O’Xxxx Notes”) issued pursuant to the Indenture dated as of February 1, Heinz RSUs2006, between United and Bank of New York Trust Company, N.A., as trustee, as amended to the Heinz Stock Plan date of this Agreement (the “O’Xxxx Notes Indenture”), United’s 4.5% Senior Limited Subordinated Convertible Notes due 2021 (the “Labor Notes”) issued pursuant to the Indenture dated as of July 25, 2006, between United and Bank of New York Trust Company, N.A., as trustee, as amended to the date of this Agreement (the “Labor Notes Indenture”), or Heinz Warrants United’s 6% Senior Convertible Notes due 2029 (the “United 6% Convertible Notes”) issued pursuant to the Indenture dated as of October 7, 2009, between United and Bank of New York Trust Company, N.A., as trustee, as amended to the date of this Agreement (the “United 6% Convertible Notes Indenture”), will be, duly authorized and validly issued and fully paid, 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 General Corporation Law of the State of Delaware (the “DGCL”)Law, the Heinz United Charter, the New Heinz Charter, the Heinz By-laws, the New Heinz By-laws United Bylaws or any Contract contract to which Heinz United is a party or by which it is otherwise bound. From and after the Measurement Date through the date of this Agreement, Heinz United has not issued any Equity Interests capital stock or voting securities or other equity interests other than the issuance of Heinz Common United Capital Stock upon the exercise or vesting of, or pursuant to, Heinz United Stock Options, Heinz RSUs Options and Heinz Warrants United Stock-Based Awards outstanding as of the Measurement Date and in accordance with their respective terms in effect at such time or upon the conversion of the O’Xxxx Notes, Labor Notes or United 6% Convertible Notes, in each case outstanding as of the Measurement Date and in accordance with their terms in effect at such time.