Common use of Capital Stock Clause in Contracts

Capital Stock. As of November 30, 2024, the authorized capital stock of Buyer consisted solely of (a) 1,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rights.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 1,500,000,000 shares of Company Common Stock and 100,000,000 shares of preferred stock, $0.01 par value $.01 per shareshare (“Company Preferred Stock”). As of April 8, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock2010, of which (i) 42,494,508 311,866,593 shares are of Company Common Stock were issued and 145,404,184 shares were outstanding, which includes all of the Restricted Shares outstanding as of such date and 837,187 shares of Company Common Stock held in reserve pursuant to the date Plan of this Agreement Reorganization (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights“Reserved Shares”), (ii) no 166,462,109 shares are of Company Common Stock were held by Buyer Subsidiaries and in treasury, (iii) 11,667 6,911,058 shares are reserved for future issuance as of the date of this Agreement Company Common Stock were issuable pursuant to the Company Stock Plans in respect of Company Stock Options and Company RSUs, (iv) no shares of Company Preferred Stock were issued or outstanding options granted under and (v) 100,000,000 shares of Company Preferred Stock were reserved and available for issuance pursuant to the Buyer Benefit PlansCompany Rights Agreement. The All outstanding shares of Buyer Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, paid and nonassessable and not subject to preemptive rights, free of pre-emptive rights and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Company Common Stock issuable pursuant to the Buyer Benefits Plans and reserved for issuance as noted in clause (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementiii), when issued in accordance with the respective terms of this Agreementthereof, will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to preemptive free of pre-emptive rights. (b) Except as set forth in subsection (a) above (and other than (i) 6,884,124 Shares issuable pursuant to the terms of outstanding awards under the Company Stock Plans, (ii) the outstanding Series A Warrants (the “Series A Warrants”) issued pursuant to the Warrant Agreement between the Company and Mellon Investors Services, LLC, dated as of January 3, 2006 (the “Warrant Agreement”), (iii) the outstanding Series B Warrants (the “Series B Warrants” and together with the Series A Warrants, the “Company Warrants”) issued pursuant to the Warrant Agreement, (iv) the obligations of the Company pursuant to that Series A Put Agreement, dated as of January 3, 2006, between the Company and Mirant Mid-Atlantic, LLC and that Series B Put Agreement, dated as of January 3, 2006, between the Company and Mirant Americas Generation, LLC, (v) the obligations of Mirant Americas, Inc. to redeem outstanding shares of the Series A Preferred Stock (“Series A Preferred Stock”) it has issued pursuant to that Certificate of Designation dated January 3, 2006, (vi) the obligations of Mirant Americas, Inc. to redeem outstanding shares of the Series B Preferred Stock (“Series B Preferred Stock”) it has issued pursuant to that Certificate of Designation dated January 3, 2006, (vii) Shares which may be issued under the Plan of Reorganization and (viii) Shares which may be issued upon the exchange of Company Rights pursuant to and accordance with the Company Rights Agreement), there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. (c) Except for the Company Warrants and awards to acquire shares of Company Common Stock under the Company Stock Plans, neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other indebtedness, 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 stockholders of the Company on any matter. (d) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of the Company or any of its Subsidiaries. (e) As of April 8, 2010, 26,867,652 Series A Warrants were issued and outstanding, entitling the holders thereof to purchase an aggregate of 26,867,652 shares of Company Common Stock at $21.87 per share (as such per share exercise price may be adjusted pursuant to the terms of the Warrant Agreement) and 7,050,644 Series B Warrants were issued and outstanding, entitling the holders thereof to purchase an aggregate of 7,050,644 shares of Company Common Stock at $20.54 per share (as such per share exercise price may be adjusted pursuant to the terms of the Warrant Agreement). The terms of each Company Warrant do not prohibit the assumption of the Company Warrants as provided in Section 5.7. (f) The Company has delivered or made available to Parent an accurate and complete copy of the Company Stock Plans and the forms of Company Stock Options, Restricted Shares or Company RSUs (collectively, “Company Equity Awards”). There have been no repricings of any Company Stock Options through amendments, cancellation and reissuance or other means during the current or prior two (2) calendar years. None of the Company Equity Awards have been granted in contemplation of the Merger or the transactions contemplated in this Agreement and no Company Equity Awards have been granted since March 11, 2010. None of the Company Stock Options was granted with an exercise price below or deemed to be below the per Share closing price on the NYSE on the date of grant. All grants of Company Equity Awards were validly made and properly approved by the Board of Directors of the Company (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Laws and recorded on the consolidated financial statements of the Company in accordance with GAAP, and, where applicable, no such grants involved any “back dating,” “forward dating” or similar practices with respect to grants of Company Stock Options.

Capital Stock. As of November 30, 2024, the authorized capital stock of Buyer consisted solely of (a) 1,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All Each of the outstanding shares of capital stock or other equity interests of Buyer’s Subsidiaries are each Subsidiary of the Company is duly authorized, validly issued, fully paid, paid and nonassessable and free of, and not subject to issued in violation of, any preemptive rights, . All shares and other equity interests of the Subsidiaries of the Company are owned by Buyer the Company or another wholly owned Subsidiary of Buyer the Company free and clear of (except in the case of Subsidiaries that are not Significant Subsidiaries, as would not, individually or in the aggregate, be material to the Acquired Companies, taken as a whole) all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, mortgages or other encumbrances (collectively, “Liens”) of any nature whatsoever, except for restrictions on transfer under securities Laws. (b) The authorized capital stock of the Company consists of (i) 240,000,000 Shares and (ii) 40,000,000 preferred shares, par value $0.0001 per share (“Preferred Shares”). As of the close of business on July 9, 2015 (the “Specified Date”), there were (i) 31,802,084 Shares (which includes 360,566 Restricted Shares) issued and outstanding, not including Shares held in treasury, (ii) no Preferred Shares issued and outstanding, (iii) 719,100 Shares subject to issuance pursuant to the exercise of outstanding Company Stock Options under the Company Equity Plan (with a weighted-average exercise price of $21.71), (iv) 20,038 Company SARs outstanding under the Company Equity Plan (representing SAR Payments of $163,363 in the aggregate if the Closing occurred on the Specified Date), (v) 11,166 Company Phantom Awards outstanding under the Company Equity Plan (representing Phantom Payments of $329,397 in the aggregate if the Closing occurred on the Specified Date), (vi) 2,815,148 Shares reserved for issuance and available for grant under the Company Equity Plan (not including the Shares in clause (iii), or with respect to the Company Equity Awards in clauses (iv) and (v), above) and (vii) 600,000 Shares reserved for issuance under the Company ESPP. Except as set forth above, (A) there are not outstanding or authorized (1) any securities of any Acquired Company convertible into or exchangeable for shares of capital stock or voting securities of any Acquired Company or (2) any options, calls, warrants, pre-emptive rights, anti-dilution rights or shareholder rights plans, or other similar rights, agreements or commitments, that obligate any Acquired Company to issue or sell any shares of capital stock or other equity securities of any Acquired Company or any securities or obligations convertible into or exchangeable for capital stock or voting securities of any Acquired Company (excluding, in the case of each of clause (1) and clause (2), solely with respect to Acquired Companies that are wholly owned Subsidiaries of the Company, any of the foregoing that are solely for the benefit of other wholly-owned Acquired Companies that are its shareholders), (B) there are no outstanding obligations of any Acquired Company to repurchase, redeem or otherwise acquire any capital stock, voting securities, or securities convertible into or exchangeable for capital stock or voting securities, or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Acquired Company that is not a wholly-owned Subsidiary of the Company, (C) no Acquired Company has outstanding any phantom stock, restricted stock units or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of any Acquired Company and there are no outstanding stock appreciation rights issued by any Acquired Company with respect to the capital stock of any Acquired Company (the items described in clauses (A) and (C), “Company Stock Equivalents”), (D) there are no voting trusts or other agreements or understandings to which any of the Acquired Companies is a party with respect to the voting of capital stock of any Acquired Company, and (E) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the stockholders or other equity holders of the Acquired Companies may vote (“Company Voting Debt”), other than for, in the case of each of clauses (A) through (D), (solely with respect to Subsidiaries of the Company that are not Significant Subsidiaries (and that are not otherwise, individually or in the aggregate, material to the Company) (“Immaterial Subsidiaries”)) any of the items set forth in any of clauses (A) through (D) that (x) apply solely with respect to Immaterial Subsidiaries and (y) are not, individually or in the aggregate, material to the Company. From the close of business on the Specified Date through the date of this Agreement, there are no options, warrants, the Company has not issued any Shares (other than for Shares in respect of Company Stock Options granted and outstanding as of the close of business on the Specified Date) or other similar rightsclass of Company equity security. Each of the outstanding Shares is, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings and each Share that is issued after the execution hereof pursuant to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock Company Stock Option or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue Company Equity Award will be (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreementthereof), will be duly authorized, validly issued, fully paid, paid and nonassessable and will free of, and not be subject to issued in violation of, any preemptive rights. (c) Section 3.2(c) of the Company Disclosure Letter sets forth a complete and accurate list of the following information with respect to each Company Equity Award outstanding as of the close of business on the Specified Date: (i) the name of the holder of each Company Equity Award; (ii) the number of Shares subject to each such Company Equity Award held by such holder; (iii) the grant date, exercise or base price, expiration date and vesting schedule of each such Company Equity Award, as applicable; (iv) the extent to which such Company Equity Award is vested and exercisable as of the date of this Agreement and (v) the Company Equity Plan pursuant to which each such Company Equity Award was granted. The exercise price of each Company Stock Option is equal to or greater than the fair market value of the Shares subject to such Company Stock Option (determined as of the date such Company Stock Option was granted). Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code, if any, so qualifies. Each Company Equity Award, by its terms, shall be treated at the Effective Time as set forth in Section 2.1(d)(i), (ii), (iii) or (iv), as applicable.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Mavericks consists of (a) 1,000,000 1,800,000,000 shares of Mavericks Common Stock and 100,000,000 shares of preferred stock, par value $0.01 par value per shareshare (“Mavericks Preferred Stock”). As of the Measurement Date, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 430,362,606 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)Mavericks Common Stock were issued and outstanding, (ii) no 1,207,697 shares are of Mavericks Common Stock were held by Buyer Subsidiaries and in escrow in satisfaction of the terms of the Plan of Reorganization (the “Escrow Shares”), (iii) 11,667 no shares are reserved for future issuance as of the date Mavericks Common Stock were held in treasury, (iv) (A) 8,812,294 Mavericks Stock Options with a weighted average exercise price of this Agreement pursuant to $14.41 were issued and outstanding options granted under the Buyer Benefit Plansemployee and director stock plan of Mavericks (as amended from time to time, the “Mavericks Stock Plan”) and (B) 3,032,911 Mavericks RSUs were issued and outstanding under ▇▇▇ ▇▇▇▇▇▇▇▇▇ Stock Plan (▇▇▇ ▇▇▇▇▇▇▇▇▇ Stock Options and ▇▇▇ ▇▇▇▇▇▇▇▇▇ RSUs collectively referred to as “Mavericks Equity-Based Awards”) and (v) no shares of Mavericks Preferred Stock were issued or outstanding. The Except as set forth above, at the close of business on the Measurement Date, there are no shares of capital stock, or other equity interests or voting securities of Mavericks issued or outstanding. All outstanding shares of Buyer Mavericks Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, paid and nonassessable and not subject to preemptive rights, free of pre-emptive rights and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Mavericks Common Stock issuable pursuant to the Buyer Benefits Plans and reserved for issuance as noted in clauses (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementand (iv) above, when issued in accordance with the respective terms of this Agreementthereof, will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to preemptive free of pre-emptive rights. (b) The authorized capital stock of PrefCo consists of 10,000,000 shares of PrefCo common stock, par value $0.01 per share (“PrefCo Common Stock”), and 70,000 shares of preferred stock, par value $0.01 per share (“PrefCo Preferred Stock”). As of the Measurement Date, (i) 10,000,000 shares of PrefCo Common Stock were issued and outstanding and all of which were held by Mavericks or its Subsidiaries, (ii) no shares of PrefCo Common Stock were held in treasury and (iii) 70,000 shares of PrefCo Preferred Stock were issued and outstanding. All outstanding shares of PrefCo Common Stock and PrefCo Preferred Stock are duly authorized, validly issued, fully paid and nonassessable and free of pre-emptive rights. Set forth in Section 5.2(b) of ▇▇▇ ▇▇▇▇▇▇▇▇▇ Disclosure Schedule is a list of the aggregate number of Mavericks Stock Options outstanding at each different exercise price at which such Mavericks Stock Options have been granted, and the date of grant of each such tranche. (c) Other than with respect to the Escrow Shares, there are no outstanding subscriptions, options, “phantom” stock rights, stock appreciation rights, stock-based performance units or other equity-based awards, warrants, calls, convertible securities, exchangeable securities, exercisable securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests or voting securities to which Mavericks or any of its Subsidiaries is a party obligating Mavericks or any of its Subsidiaries to (i) issue, transfer or sell any shares of capital stock or other equity interests or voting securities of Mavericks or any Subsidiary of Mavericks or securities convertible into, or exchangeable or exercisable for, such shares, equity interests or voting securities, (ii) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (iii) redeem or otherwise acquire any such shares of capital stock or other equity interests or voting securities, or (iv) 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 equity securities of Mavericks or any of its Subsidiaries (the items referred to in this Section 5.2(c), together with the capital stock or other equity interests or voting securities of ▇▇▇▇▇▇▇▇▇, ▇▇▇ “Mavericks Securities”). (d) Neither Mavericks nor any of its Subsidiaries has any Indebtedness, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with ▇▇▇ ▇▇▇▇▇▇▇▇▇ Stockholders on any matter. (e) There are no voting trusts or other agreements to which Mavericks or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Mavericks or any of its Subsidiaries. (f) Mavericks made available to Rockets accurate and complete copies of ▇▇▇ ▇▇▇▇▇▇▇▇▇ Stock Plan and the forms of agreement underlying the outstanding Mavericks Equity-Based Awards. There have been no repricings of any Mavericks Stock Options through amendments, cancellation and reissuance or other means during the current or prior two (2) calendar years. None of ▇▇▇ ▇▇▇▇▇▇▇▇▇ Stock Options was granted with an exercise price below or deemed to be below the per share closing price of ▇▇▇ ▇▇▇▇▇▇▇▇▇ Common Stock on the NYSE on the date of grant. All grants of Mavericks Equity-Based Awards were validly made and properly approved by ▇▇▇ ▇▇▇▇▇▇▇▇▇ Board (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Law and recorded on the consolidated financial statements of Mavericks in accordance with GAAP, and, where applicable, no such grants involved any “back dating,” “forward dating” or similar practices with respect to grants of Mavericks Stock Options. (g) All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of Mavericks (i) are duly authorized, validly issued, fully paid and nonassessable and free of pre-emptive rights and (ii), except with respect to shares of PrefCo Preferred Stock that are owned by Third Parties, are owned, directly or indirectly, by Mavericks, free and clear of all Liens (other than Mavericks Permitted Liens) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. No Subsidiary of Mavericks owns, directly or indirectly, any Mavericks Common Stock or Mavericks Preferred Stock.

Capital Stock. As of November 30, 2024, the The authorized capital stock of Buyer consisted solely Purchaser consists of (a) 1,000,000 350,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding Purchaser Common Stock and (b) 75,000,000 50,000,000 shares of Buyer Common Purchaser Preferred Stock, of which 300,000 shares of Purchaser Preferred Stock shall, as of the Effective Time, be designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series A. As of the close of business on December 3, 2010, (i) 42,494,508 39,414,661 shares are outstanding as of the date of this Agreement Purchaser Common Stock (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no 2,521,960 shares are of Purchaser Common Stock were held by Buyer Subsidiaries and Purchaser in its treasury, (iii) 11,667 no shares are of Purchaser Preferred Stock were issued and outstanding or held by Purchaser in its treasury, and (iv) 5,316,313 shares of Purchaser Common Stock were reserved for future issuance as of the date of this Agreement pursuant to Purchaser Equity Plans (of which 678,897 shares were subject to outstanding options granted under the Buyer Benefit Plans. The Purchaser Stock Options and 358,020 shares were subject to outstanding shares of Buyer Common Purchaser Stock have been duly authorized and validly issued and are fully paid and non-assessableUnits). All of the outstanding shares of capital stock of Buyer’s Subsidiaries are Purchaser are, and all shares reserved for issuance as noted in clause (iv) above will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid, paid and nonassessable and not subject to any preemptive or similar rights, and . No shares of capital stock of Purchaser are owned by Buyer or another any Subsidiary of Buyer Purchaser. All the outstanding shares of capital stock or other voting securities or equity interests of each Subsidiary of Purchaser have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to any preemptive or similar rights. All of the shares of capital stock or other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by Purchaser, free and clear of all security interestsLiens other than restrictions on transfer under applicable securities Laws. Neither Purchaser nor any of its Subsidiaries has outstanding any bonds, liensdebentures, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, chargesnotes or other obligations having the right to vote (or convertible into, or other encumbrances exchangeable or exercisable for, securities having the right to vote) with the shareholders of Purchaser or such Subsidiary on any nature whatsoevermatter. As of the date of this Agreement, except for this Agreement, as set forth above in this Section 4.2(a), the Purchaser Stock Options and Purchaser Stock Units, the Purchaser Rights Agreement and the shares of capital stock or other voting securities or equity interests of each Subsidiary that are owned, directly or indirectly, by Purchaser, there are no outstanding (A) shares of capital stock or other voting securities or equity interests of Purchaser, (B) securities of Purchaser or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of Purchaser or any of its Subsidiaries, (C) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of Purchaser or any of its Subsidiaries or other equity equivalent or equity-based award or right, (D) subscriptions, options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangementscalls, commitments, Contracts or other rights to acquire from Purchaser or any of its Subsidiaries, or obligations of Purchaser or any of its Subsidiaries to issue, register, transfer, or sell any shares of capital stock of Purchaser or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Purchaser or any of its Subsidiaries or rights or interests described in clause (C) or (E) obligations of Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver, register, transfer or sell, or cause to be issued, granted, delivered, registered, transferred or sold, any such securities. As of the date of this Agreement, except for this Agreement, there are no shareholder agreements, voting trusts or other agreements or understandings to which Buyer Purchaser or any of its Subsidiaries is a party, whether party or not in writing, of any character relating on file with Purchaser with respect to the issued holding, voting, registration, redemption, repurchase or unissued disposition of, or that restricts the transfer of, any capital stock or other securities equity interest of Buyer Purchaser or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s its Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Purchaser Capital Stock to be issued pursuant to this Agreementin the Merger will be duly authorized by all necessary corporate action on the part of Purchaser and, when issued in accordance with the terms of this Agreementhereof, will be duly authorized, validly issued, fully paid, non-assessable and nonassessable and will not be subject to free of preemptive or similar rights.

Capital Stock. As of November 30, 2024, the authorized (i) The authorised capital stock of Buyer consisted solely Actavis consists of (a) 1,000,000 shares of 500,000,000 Actavis Shares and 2,500,000 preferred stockshares, $0.01 no par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights“Actavis Preferred Shares”), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this AgreementMay 10, there are 2013 (the “Actavis Capitalisation Date”), (A) 133,305,212 Actavis Shares were issued and outstanding, (B) 10,506,332 Actavis Shares were held in treasury and (C) no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the Actavis Preferred Shares were issued or unissued capital stock or other securities outstanding. As of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue December 31, 2012 (whether upon conversionthe “Actavis Reserve Capitalisation Date”), exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except 7.7 million Actavis Shares were reserved for (i) shares of Buyer Common Stock issuable issuance pursuant to the Buyer Benefits Actavis Share Plans All the outstanding Actavis Shares are, and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementall Actavis Shares reserved for issuance as noted above shall be, when issued in accordance with the respective terms of this Agreementthereof, will be duly authorizedauthorised, validly issued, fully paidpaid and non-assessable and free of pre-emptive rights. (ii) Except as set forth in sub-clause (i) above, as of the date hereof: (A) Actavis does not have any shares of capital stock issued or outstanding other than Actavis Shares that have become outstanding after the Actavis Capitalisation Date or Actavis Reserve Capitalisation Date, as applicable, but were reserved for issuance as set forth in sub-clause (i) above, and nonassessable and will (B) other than as issued or reserved for in the ordinary course pursuant to the Actavis Share Plans since the Actavis Reserve Capitalisation Date, there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which Actavis or any of Actavis’s Subsidiaries is a party obligating Actavis or any of Actavis’s Subsidiaries to (I) issue, transfer or sell any shares of capital stock or other equity interests of Actavis or any Subsidiary of Actavis or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Actavis or a wholly owned Subsidiary of Actavis); (II) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (III) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (IV) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary that is not be subject wholly owned. (iii) None of Actavis nor any of its Subsidiaries has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to preemptive rightsvote (or which are convertible into or exercisable for securities having the right to vote) with the Actavis Shareholders on any matter. (iv) There are no voting trusts or other agreements or understandings to which Actavis or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of Actavis or any of its Subsidiaries.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (ai) 1,000,000 100,000,000 Shares and (ii) 20,000,000 shares of preferred stock, $0.01 par value $0.001 per shareshare (the “Preferred Stock”). As of June 21, 2013, (A) 46,980,315 Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were free of preemptive rights, (B) no Shares were held in treasury, (C) no shares of Preferred Stock were outstanding and (D) an aggregate of 9,482,558 Shares were reserved and available for issuance pursuant to the Company Stock Plans, of which no shares are 8,021,954 Shares were subject to or otherwise deliverable in connection with outstanding and Company RSUs or the exercise of outstanding Company Stock Options issued pursuant to the Company Stock Plans. (b) 75,000,000 shares Section 4.2(b) of Buyer Common Stockthe Company Disclosure Letter sets forth, as of which the close of business on June 21, 2013, a complete and correct list of (i) 42,494,508 shares all outstanding Company Stock Options, including the number of Shares subject to such award, the name of the holder, the grant date, the vesting schedule, and the exercise or purchase price per share and (ii) all outstanding Company RSUs, including the name of the holder, the grant date and the vesting schedule. The Company Stock Plans set forth on Section 4.2(b) of the Company Disclosure Letter are the only plans or programs that the Company or any of its Significant Subsidiaries maintains under which stock options, restricted stock, restricted stock units, stock appreciation rights or other compensatory equity-based awards are outstanding. The Company has made available to Parent each form of award agreement under the Company Stock Plans. (c) Except as set forth in Section 4.2(a) and except for changes since June 21, 2013 resulting from the exercise of Company Stock Options or the settlement of Company RSUs outstanding on such date, as of the date of this Agreement Agreement, (including 77,882 shares in i) there are no issued, reserved for issuance, outstanding or authorized (A) Equity Interests of the form Company, (B) securities of unvested performance based restricted stock awards without dividend the Company convertible into or voting rights)exchangeable for Equity Interests of the Company, or (C) options or other rights to acquire from the Company, and no obligation of the Company to issue, any Equity Interests or securities convertible into or exchangeable for Equity Interests of the Company, (ii) there are no shares are held by Buyer Subsidiaries and outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Equity Interests of the Company or securities convertible into or exchangeable for Equity Interests of the Company, (iii) 11,667 shares there are reserved for future issuance as no other Contracts relating to the issued or unissued Equity Interests of the date Company or any of this Agreement pursuant its Significant Subsidiaries to which the Company or any of its Significant Subsidiaries is a party and (iv) there are no voting trusts, proxies or other similar arrangements or understandings to which the Company or any of its Significant Subsidiaries is a party. Each outstanding options granted under the Buyer Benefit Plans. The outstanding shares Equity Interest of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All each Significant Subsidiary of the outstanding shares of capital stock of Buyer’s Subsidiaries are Company that is a corporation is duly authorized, validly issued, fully paidpaid and nonassessable, each outstanding Equity Interest of each Significant Subsidiary of the Company that is a limited liability company or a limited partnership is duly authorized and validly issued, and nonassessable and not subject to preemptive rightseach such share or other Equity Interest is owned, and are owned directly or indirectly, by Buyer or another Subsidiary of Buyer the Company free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or Liens (other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsthan Permitted Liens).

Capital Stock. As of November 30, 2024the date hereof, the authorized capital stock of Buyer consisted solely the Company consists of (ai) 1,000,000 500,000,000 shares of Common Stock, of which an aggregate of 132,958,606 shares of Common Stock were issued and outstanding as of the close of business on January 9, 1998, and (ii) 500,000 shares of preferred stock, $0.01 .001 par value per share, of which no shares are outstanding none were issued and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as of the date close of this Agreement business on January 9, 1998. As of the close of business on January 9, 1998, there were outstanding under the Company's 1994 Long-Term Incentive Plan, the 1994 Amended and Restated Long-Term Incentive Plan, the 1996 Non-Employee Directors' Stock Plan, the 1997A Stock Option Plan for Employees of Mail Boxes Etc., the 1997B Stock Option Plan for Employees of Mail Boxes Etc. and the 1997 Stock Option Plan for former Non-Employee Directors of Mail Boxes Etc. (including 77,882 collectively, the "Company Stock Plans") options to acquire an aggregate of 21,236,778 shares in of Common Stock (subject to adjustment on the form terms set forth therein) of unvested performance based which 706,778 are subject to allocation pursuant to option pools, as set forth on Schedule 3.01(d)(ii). As of the close of business on January 9, 1998, there were outstanding under the Company Stock Plans no shares of restricted stock awards without dividend or voting rights)and 3,220 deferred shares had been reserved for issuance pursuant to the 1996 Non-Employee Directors Stock Plan. As of the close of business on January 9, (ii) 1998, the Company had no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are of Common Stock reserved for future issuance as of restricted stock. All of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued issued, and are fully paid and non-assessablenonassessable. All As of the date hereof the Company has outstanding $230,000,000 in 5 1/2% Convertible Subordinated Notes Due 2003 issued pursuant to an Indenture, dated as of May 22, 1996, between the Company and The Chase Manhattan Bank, N.A. (the "2003 Notes") and $143,750,000 in 2001 Notes, convertible into shares of capital stock Common Stock at any time prior to maturity at a conversion price of Buyer’s Subsidiaries $31.60 and $19.00 per share, respectively. Except as set forth on Schedule 3.01(d), there are duly authorizedno preemptive or similar rights on the part of any holders of any class of securities of the Company or of any of the Retained Subsidiaries. Except for the Common Stock, validly issuedthe 2003 Notes and the 2001 Notes, fully paidas set forth above, and nonassessable and not subject to preemptive rightsthe Company has outstanding no bonds, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interestsdebentures, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, notes or other encumbrances obligations or securities the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of the Company on any nature whatsoevermatter. As Except as set forth above or on Schedule 3.01(d), as of the date of this Agreement, there are no securities convertible into or exchangeable for, or options, warrants, or other similar calls, subscriptions, rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangementscontracts, commitments, arrangements or understandings of any kind to which Buyer the Company or any of its Subsidiaries is a partyparty or by which any of them is bound obligating the Company or any of its Subsidiaries contingently or otherwise to issue, whether deliver or not in writingsell, or cause to be issued, delivered or sold, additional shares of any character relating to the issued or unissued capital stock or other voting securities of Buyer the Company or of any of the Retained Subsidiaries. Except (y) with respect to the withholding of exercise price or withholding taxes under any Company Stock Plan or (z) pursuant to the Tender Offer, there are no outstanding Contracts of the Company or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s its Subsidiaries to issue (whether upon conversionrepurchase, exchange, redeem or otherwise) or sell otherwise acquire any share shares of capital stock of, of the Company or other equity interests in or other securities of, Buyer or of any of Buyer’s the Retained Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rights.

Capital Stock. As of November 30, 2024(a) Prior to Parent Stockholders' Meeting, the authorized capital stock of Buyer consisted Parent consists solely of (a) 1,000,000 300,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, $0.01 par value $1.00 per shareshare ("Parent Preferred Stock"). As of November 7, of which no shares are outstanding and (b) 75,000,000 1996, 128,624,074 shares of Buyer Parent Common StockStock were issued and outstanding, 141,000 shares were held in the treasury of which Parent and 31,155,094 shares were reserved for issuance pursuant to Parent's 1992 Stock Option Plan and 1993 Stock Option Plan. Since such date, except as set forth in Section 4.02 of the letter dated the date hereof and delivered by Parent and Sub to the Company concurrently with the execution and delivery of this Agreement (i) 42,494,508 the "Parent Disclosure Letter"), there has been no change in the number of issued and outstanding shares are of Parent Common Stock or shares of Parent Common Stock held in treasury or reserved for issuance since such date other than upon the exercise of stock options or the conversion of convertible debt outstanding as of the date hereof, or as otherwise issued after the date hereof by Parent not in violation of this Agreement (including 77,882 Agreement. As of the date hereof, no shares of Parent Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Parent Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the form instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and except as set forth in Section 4.02 of unvested performance based restricted stock awards without dividend or voting rights)the Parent Disclosure Letter, (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date hereof there are no outstanding Options obligating Parent or any of this Agreement pursuant its Subsidiaries to outstanding options granted under the Buyer Benefit Plans. The outstanding issue or sell any shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All capital stock of Parent or to grant, extend or enter into any Option with respect thereto. (b) Except as disclosed in Section 4.02 of the Parent Disclosure Letter, as of the date hereof, all of the outstanding shares of capital stock of Buyer’s Subsidiaries each Significant Subsidiary of Parent are duly authorized, validly issued, fully paid, paid and nonassessable and not subject to preemptive rightsare owned, beneficially and are owned of record, by Buyer Parent or another a Subsidiary of Buyer wholly owned, directly or indirectly, by Parent, free and clear of all security interestsany Liens. Except as disclosed in Section 4.02 of the Parent Disclosure Letter, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As as of the date of this Agreementhereof, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer (i) outstanding Options obligating Parent or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s its Significant Subsidiaries to issue or sell any shares of capital stock of any Subsidiary of Parent or to grant, extend or enter into any such Option or (whether upon conversionii) voting trusts, exchangeproxies or other commitments, understandings, restrictions or arrangements in favor of any person other than Parent or a Significant Subsidiary wholly owned, directly or indirectly, by Parent with respect to the voting of or the right to participate in dividends or other earnings on any capital stock of any Significant Subsidiary of Parent. (c) Except as disclosed in Section 4.02 of the Parent Disclosure Letter, as of the date hereof, there are no outstanding contractual obligations of Parent or any Significant Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or any capital stock of any Subsidiary of Parent or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) or sell in, any share Significant Subsidiary of capital stock of, or other equity interests in or other securities of, Buyer Parent or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsother person.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Parent consists of (a) 1,000,000 1,000,000,000 shares of Parent Common Stock and 30,000,000 shares of preferred stock, $0.01 par value $0.001 per shareshare (the “Parent Preferred Stock”). As of the close of business on the Measurement Date, (a) 2,039,878 shares of which no shares are outstanding Parent Common Stock (excluding treasury shares) were issued and outstanding, (b) 75,000,000 no shares of Buyer Parent Common Stock, of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares Stock were held by Parent in the form of unvested performance based restricted stock awards without dividend or voting rights)its treasury, (iic) no shares are of Parent Preferred Stock were issued and outstanding and no shares of Parent Preferred Stock were held by Buyer Subsidiaries Parent in its treasury, (d) 246,575 shares of Parent Common Stock were reserved for issuance pursuant to the Parent Equity Plan (of which 109,824 shares were subject to outstanding unexercised Parent Options and 1,754 shares were subject to outstanding unsettled restricted stock units denominated in Parent Common Stock (each, a “Parent RSU”)), and (iiie) 11,667 88,253 shares are of Parent Common Stock were reserved for future issuance as upon exercise of the date of this Agreement pursuant warrants to outstanding options granted under the Buyer Benefit Plans. The outstanding acquire shares of Buyer Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable(the “Parent Warrants”). All of the outstanding shares of capital stock of Buyer’s Subsidiaries are Parent are, and all shares of Parent Common Stock reserved for issuance will be, when issued, duly authorized, validly issued, fully paid, paid and nonassessable and not subject to any preemptive rights. All shares of Parent Common Stock, Parent Options, Parent RSUs, Parent Warrants and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer Parent have been issued and granted in material compliance with all applicable securities Laws and other applicable Laws and all requirements set forth in applicable Contracts. Other than the Parent Options and the Parent RSUs, Parent has not granted any equity or equity-based awards under the Parent Equity Plan, including any of Buyer’s Subsidiaries “Stock Grants” or obligating Buyer or any of Buyer’s Subsidiaries to issue “Other Stock-Based Awards” (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) each as defined under the Parent Equity Plan). All shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Parent Common Stock to be issued pursuant to this Agreementin connection with the Parent Stock Issuance, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to any preemptive rights. Except as set forth above in this Section 5.2, neither Parent nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of Parent or such Subsidiary on any matter. Except as set forth above in this Section 5.2(a) and except for changes since the close of business on the Measurement Date resulting from the exercise of any Parent Options or Parent Warrants or settlement of Parent RSUs, in each case described in this Section 5.2(a), there are no outstanding (i) shares of capital stock or other voting securities or equity interests of Parent, (ii) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Parent or other voting securities or equity interests of Parent or any of its Subsidiaries, (iii) stock appreciation rights, “phantom” equity rights, restricted equity, performance units, interests in or rights to the ownership or earnings of Parent or any of its Subsidiaries or other equity equivalent or equity-based awards or rights, (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Parent or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, (v) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from Parent or any of its Subsidiaries, or obligations of Parent or any of its Subsidiaries to issue, any shares of capital stock of Parent or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of Parent or any of its Subsidiaries or rights or interests described in the preceding clause (iii) or (vi) obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities (other than under the Parent Equity Plan and any award agreements issued thereunder). Except for the Parent Equity Plan, Parent Options, Parent RSUs, Parent Warrants and other agreements set forth in Section 5.2(b) of the Parent Disclosure Letter, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or of which Parent has Knowledge with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any shares of capital stock or other voting securities or equity interests of Parent or any of its Subsidiaries. (b) Section 5.2(b)(i) of the Parent Disclosure Letter sets forth a true and complete list of all holders, as of the close of business on the Measurement Date, of Parent Options, indicating as applicable, with respect to each such Parent Option, the type of award granted (including whether it is intended to be an “incentive stock option” under Section 422 of the Code), the number of shares of Parent Common Stock subject to such Parent Option, the exercise or purchase price, vesting schedule, and expiration date thereof, and whether (and to what extent) the vesting of such Parent Option will be accelerated by the consummation of the Merger and the other transactions contemplated by this Agreement. Section 5.2(b)(ii) of the Parent Disclosure Letter sets forth a true and complete list of all holders, as of the close of business on the Measurement Date, of Parent Warrants, indicating as applicable, with respect to each such Company Warrant, the number of shares of Parent Common Stock subject to such Parent Warrant, the exercise or purchase price, and expiration date thereof, and whether (and to what extent) any exercise or conversion of such Parent Warrant will be required by the consummation of the Merger and the other transactions contemplated by this Agreement. Section 5.2(b)(iii) of the Parent Disclosure Letter sets forth a true and complete list of all holders, as of the close of business on the Measurement Date, of Parent RSUs, indicating with respect to each such Parent RSU, the number of shares of Parent Common Stock subject to such Parent RSU, the date of grant or issuance and the vesting schedule and expiration date applicable to such Parent RSU. (c) The Parent has delivered or made available to Company a true, correct and complete copy of each Parent Option, Parent Warrant and Parent RSU. The Parent has delivered or made available to Company a true, correct and complete copy of the Parent Equity Plan and the form of award agreement with respect to each Parent Option. The Parent does not sponsor, maintain or administer any employee or director stock option, stock purchase or equity or equity-based compensation plan or arrangement other than the Parent Equity Plan. The Parent is under no obligation to issue shares of Parent Common Stock pursuant to any employee or director stock option, stock purchase or equity compensation plan or arrangement other than the Parent Equity Plan. All grants of Parent Options were validly made and properly approved by the Parent Board (or a duly authorized committee or subcommittee thereof) in material compliance with all applicable Law and recorded on the Parent Financial Statements in accordance with GAAP.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 56,250,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding Company Common Stock and (b) 75,000,000 750,000 shares of Buyer Common Company Preferred Stock. As of May 1, of which 2015, (i) 42,494,508 13,373,791 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)Company Common Stock were issued and outstanding, (ii) no 22,500 shares are held by Buyer Subsidiaries of Company Preferred Stock were issued and outstanding, (iii) 11,667 no shares are of Company Common Stock were held in treasury, (iv) no shares of Company Preferred Stock were held in treasury, (v) 812,505 shares of Company Common Stock were reserved for future issuance pursuant to the Company Stock Plans, the Company Stock Options or the Company RSUs, and (vi) 350,000 shares of Company Common Stock were reserved for issuance pursuant to Company Warrants. Section 4.2(a) of the Company Disclosure Schedule sets forth: (x) each Company Stock Option outstanding as of April 30, 2015, including the date number of this Agreement pursuant shares of Company Common Stock or Company Preferred Stock subject to such Company Stock Option, and the exercise price for any Company Stock Option; (y) each Company RSU outstanding options granted under as of April 30, 2015, including the Buyer Benefit Plansnumber of shares of Company Common Stock or Company Preferred Stock subject to such Company RSU, and the exercise price for any Company RSU; and (z) each Company Warrant, including the number of shares of Company Common Stock subject to such Company Warrant and the exercise price with respect thereto. The All outstanding shares of Buyer Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries Company Preferred Stock are duly authorized, validly issued, fully paid, paid and nonassessable and not subject to preemptive rights, free of pre-emptive rights and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Company Common Stock issuable pursuant to the Buyer Benefits Plans reserved for issuance as noted in clause (v) and clause (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementvi), when issued in accordance with the respective terms of this Agreementthereof, will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to preemptive free of pre-emptive rights. (b) Except for the Company Stock Options, the Company RSUs and the Company Warrants there are no outstanding subscriptions, options, “phantom” stock rights, stock appreciation rights, restricted shares, stock-based performance units or other equity based awards, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (D) 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 equity securities of the Company or any of its Subsidiaries. All of the warrants previously issued by the Company to Breakwater Structured Growth Opportunity Fund, L.P. (or any Affiliates, successors or assigns thereof) have been fully exercised, and, except for ownership of the shares of common stock issued upon exercise thereof, neither Breakwater Structured Growth Opportunity Fund, L.P. nor any Affiliates, successors or assigns thereof have any remaining rights under or with respect to such warrants. None of the Company Common Stock, Company Preferred Stock, Company Stock Options, Company RSUs, Company Warrants or any other rights or interests in or with respect to the Company or any of its Subsidiaries require derivative liability accounting treatment. (c) Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other indebtedness, 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 stockholders of the Company on any matter. (d) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of the Company or any of its Subsidiaries. (e) The Company has made available to Parent on the Virtual Data Room an accurate and complete copy of the Company Stock Plans and any and all documents, contracts or agreements relating to the Company Stock Options, Company RSUs and Company Warrants. There have been no repricings of any Company Stock Options, Company RSUs or Company Warrants through amendments, cancellation and reissuance or other means during the current or prior two calendar years. Except as described on Section 4.2(e) of the Company Disclosure Schedule, none of the Company Stock Options, Company RSUs or Company Warrants have been granted in contemplation of the Merger or the transactions contemplated in this Agreement and no Company Stock Options, Company RSUs or Company Warrants have been granted since January 1, 2015. All grants of Company Stock Options, Company RSUs and Company Warrants were validly made and properly approved by the Board of Directors of the Company (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Law and recorded on the consolidated financial statements of the Company in accordance with GAAP, and, where applicable, no such grants involved any “back dating,” “forward dating” or similar practices with respect to grants of Company Stock Options, Company RSUs or Company Warrants. (f) All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) are duly authorized, validly issued, fully paid and nonassessable and free of pre-emptive rights and (ii) are owned, directly or indirectly, by the Company, free and clear of all Liens (other than Permitted Liens) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. No Subsidiary of the Company owns, directly or indirectly, any Company Common Stock or Company Preferred Stock.

Capital Stock. As (1) All of November 30, 2024, the authorized issued and outstanding shares of ------------- capital stock of Buyer consisted solely BFS and BFS Bank, and all of (a) 1,000,000 the shares of preferred stockcapital stock of BFS's other subsidiaries that are owned by BFS or a subsidiary of BFS, $0.01 par value per sharehave been duly authorized and are validly issued, of which no shares are outstanding fully paid and nonassessable. (b2) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as As of the date of this Agreement Agreement, there were outstanding under the stock option and other plans identified in Schedule 4.1(d) (including 77,882 collectively, --------------- the "BFS Stock Plans"), options or rights to acquire an aggregate of --------------- 159,220 shares of BFS Common Stock, at an average exercise price of $9.65 and on the other terms set forth in Schedule 4.1(d) (subject to adjustment --------------- on the terms set forth in the form of unvested performance based restricted stock awards without dividend or voting rightsBFS Stock Plans), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, BFS has no shares of BFS Common Stock reserved for issuance, other than 17,474 shares reserved for issuance under the BFS Stock Plans, and has no shares of preferred stock reserved for issuance. (3) Except as set forth in Recital C and except for shares of BFS Common Stock to be issued after the date hereof pursuant to the options outstanding as of the date hereof under the BFS Stock Plans, there are no shares of capital stock of BFS authorized, issued or outstanding. There are no preemptive rights or any outstanding subscriptions, options, warrants, or other similar rights, convertible securities or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, other agreements or understandings to which Buyer is a party, whether commitments of BFS or not in writing, any of its subsidiaries of any character relating to the issued or unissued capital stock or other securities of Buyer BFS or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries its subsidiaries (including those relating to issue (whether upon the issuance, sale, purchase, redemption, conversion, exchange, redemption, voting or otherwisetransfer thereof), other than (A) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with dated as of April 3, 1993, between BFS, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ Investors, L.P. and the terms of this other persons and entities identified therein, as amended by Amendment No. 1 thereto (as so amended, the "1993 Agreement"), (B) the ▇▇▇▇▇ Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rights(C) the President Agreement -------------- or (D) as set forth in Section 4.1(d)(2).

Capital Stock. As of November 30, 2024, the The authorized capital stock of Buyer consisted solely HomeStreet consists of (a) 1,000,000 80,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding HomeStreet Common Stock and (b) 75,000,000 10,000 shares of Buyer HomeStreet Preferred Stock. References herein to the terms “HomeStreet Share” or “HomeStreet Shares” relate to shares of HomeStreet Common Stock, of which (i) 42,494,508 shares are Stock issued and outstanding as of the date of this Agreement (including 77,882 shares in Agreement, or issuable pursuant to the form exercise of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as HomeStreet Stock Options outstanding on the date hereof. As of the date hereof, (a) 14,852,970.60 shares of this Agreement HomeStreet Common Stock were issued and outstanding, and (b) 1,497,745 HomeStreet Shares were reserved for issuance pursuant to outstanding options granted under the Buyer Benefit “HomeStreet Stock Plans. The outstanding .” No shares of Buyer Common HomeStreet Preferred Stock have been duly authorized and validly are issued and are fully paid and non-assessableor outstanding. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paidHomeStreet are, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations shares reserved for issuance as noted in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue clause (whether upon conversion, exchange, or otherwiseb) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementabove will be, when issued in accordance with the terms of this Agreementthereof, will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to any preemptive rights. No shares of capital stock of HomeStreet are owned by any Subsidiary of HomeStreet. All the outstanding shares of capital stock or other Equity Securities of each Subsidiary of HomeStreet have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights. All of the shares of capital stock or other Equity Securities of each such Subsidiary are owned, directly or indirectly, by HomeStreet, free and clear of all Liens. Neither HomeStreet nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the shareholders of HomeStreet or such Subsidiary on any matter. Except as set forth above in this Section 5.2 and except for changes since the date hereof resulting from the exercise of HomeStreet Stock Options, there are no outstanding (A) shares of capital stock or other Equity Securities of HomeStreet, (B) securities of HomeStreet or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of any of its Subsidiaries or (C) stock appreciation rights, “phantom” stock rights, performance AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION units, interests in or rights to the ownership or earnings of HomeStreet or any of its Subsidiaries or other equity equivalent or equity-based award or right, (D) subscriptions, options, warrants, calls, commitments, contracts or other rights to acquire from HomeStreet or any of its Subsidiaries, or obligations of HomeStreet or any of its Subsidiaries to issue, any shares of capital stock of HomeStreet or any of its Subsidiaries, Equity Securities or securities convertible into or exchangeable or exercisable for capital stock or Equity Securities of HomeStreet or any of its Subsidiaries or rights or interests described in (C) or (E) any right or obligations of HomeStreet or its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. There are no shareholder agreements, voting trusts or other agreements or understandings to which HomeStreet or any of its Subsidiaries is a party or on file with or Known to HomeStreet with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other Equity Security of HomeStreet or any of its Subsidiaries.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely PURCHASER consists of (ai) 1,000,000 15,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer PURCHASER Common Stock, of which (i) 42,494,508 6,745,701 shares are issued and outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)Agreement, and (ii) no 5,000,000 shares of Preferred Stock, none of which are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance issued or outstanding as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessableAgreement. All of the issued and outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paidPURCHASER Common Stock are, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer PURCHASER Common Stock to be issued pursuant to this Agreementin exchange for shares of TARGET Common Stock upon consummation of the Merger, when issued in accordance with the terms of this Agreement, will be be, duly authorized, and validly issued, issued and outstanding and fully paidpaid and nonassessable under the GBCC. None of the outstanding shares of PURCHASER Common Stock has been, and nonassessable none of the shares of PURCHASER Common Stock to be issued in exchange for shares of TARGET Common Stock upon consummation of the Merger will be, issued in violation of any preemptive rights of the current or past shareholders of PURCHASER. PURCHASER has reserved 595,833 shares of PURCHASER Common Stock for issuance under the PURCHASER Stock Plans, pursuant to which options to purchase not more than 64,583 shares of PURCHASER Common Stock are outstanding as of the date of this Agreement. (b) Except as set forth in Section 5.3(a) of this Agreement, or as Previously Disclosed, there are no shares of capital stock or other equity securities of PURCHASER outstanding and will not no outstanding options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of PURCHASER or contracts, commitments, understandings, or arrangements by which PURCHASER is or may be subject bound to preemptive rightsissue additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted Corel consists solely of (a) 1,000,000 an unlimited number of shares of Corel Common Stock and an unlimited number of preferred stockshares, $0.01 par value per shareissuable in series . As of the close of business on January 31, 2000, 65,733,135 shares of Corel Common Stock and no preferred shares are issued and outstanding, and, except as disclosed in Section 4.02 of the Disclosure Letter, 3,083,166 shares are reserved for issuance upon the exercise of options under the Corel Stock Option Plan as last amended as of January 31, 2000 (the "Corel Stock Option Plan") and 4,000,000 shares are reserved for issuance under the Corel Stock Option Plan 2000 as amended and restated as of February 2, 2000 (the "Corel Stock Option Plan 2000"), of which no options for 2,836,410 shares were granted and are outstanding under the Corel Stock Option Plan, and (b) 75,000,000 13,000,000 shares of Buyer Corel Common Stock, of which (i) 42,494,508 shares Stock are outstanding reserved for issuance pursuant to the Stock Option Agreement dated as of the date of this Agreement hereof by and between Corel, Inprise and Sub (including 77,882 shares the "Corel Stock Option Agreement"). Since such date, there has been no change in the form number of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries issued and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Corel Common Stock have been duly authorized and validly or shares of Corel Common Stock held in treasury or (other than pursuant to the Stock Option Agreements) reserved for issuance since such date. All of the issued and outstanding shares of Corel Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and non-assessablenonassessable. All Except pursuant to this Agreement, the Corel Rights Agreement and the Corel Stock Option Agreement and except as set forth in Section 4.02 of the Corel Disclosure Letter, there are no outstanding Options obligating Corel or any of its Subsidiaries to issue or sell any shares of capital stock of Corel or to grant, extend or enter into any Option with respect thereto. (b) Except as disclosed in Section 4.02 of the Corel Disclosure Letter, all of the outstanding shares of capital stock of Buyer’s Subsidiaries each Subsidiary of Corel are duly authorized, validly issued, fully paid, paid and nonassessable and not subject to preemptive rightsare owned, beneficially and are owned of record, by Buyer Corel or another a Subsidiary of Buyer wholly owned, directly or indirectly, by Corel, free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations any Liens. Except pursuant to the Corel Rights Agreement and as set forth in Buyer’s voting rights, charges, the Corel Stock Option Agreement or other encumbrances of any nature whatsoever. As as disclosed in Section 4.02 of the date of this AgreementCorel Disclosure Letter, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer (i) outstanding Options obligating Corel or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s its Subsidiaries to issue or sell any shares of capital stock of any Subsidiary of Corel or to grant, extend or enter into any such Option; (whether upon conversionii) outstanding bonds, exchangedebentures or other evidences of indebtedness of Corel having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of Corel Common Stock on any matter; or (iii) voting trusts, proxies or other commitments, understandings, restrictions or arrangements in favor of any person other than Corel or a Subsidiary wholly owned, directly or indirectly, by Corel with respect to the voting of or the right to participate in dividends or other earnings on any capital stock of any Subsidiary of Corel. (c) Except as set forth in the Corel Stock Option Agreement and as disclosed in Section 4.02 of the Corel Disclosure Letter, there are no outstanding contractual obligations of Corel or any Subsidiary of Corel to repurchase, redeem or otherwise acquire any shares of Corel Common Stock or any capital stock of any Subsidiary of Corel or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) or sell in, any share Subsidiary of capital stock of, or other equity interests in or other securities of, Buyer Corel or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsother person.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Company consists of (a) 150,000,000 Shares and 1,000,000 shares of preferred stock, par value $0.01 par value per shareshare (the “Company Preferred Stock”). As of the close of business on October 22, of which no shares are outstanding and 2012 (b) 75,000,000 shares of Buyer Common Stockthe “Capitalization Date”), of which (i) 42,494,508 50,320,432 Shares (excluding treasury shares) were issued and outstanding (of which 861,016 Shares were shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rightsRestricted Stock), (ii) no shares are Shares were held by Buyer Subsidiaries and Company in its treasury, (iii) 11,667 no shares of Company Preferred Stock were issued and outstanding and no shares of Company Preferred Stock were held by Company in its treasury, (iv) there are sufficient Shares reserved for future issuance as of the date of this Agreement pursuant to Company Equity Plans (of which 353,503 Shares were subject to outstanding options granted under Stock Options and 609,767 Shares were subject to outstanding Stock Units), and (v) there are sufficient Shares reserved for issuance pursuant to the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized Convertible Debt and validly issued and are fully paid and non-assessablethe Warrant. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paidCompany are, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations shares reserved for issuance as noted in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue clauses (whether upon conversion, exchange, or otherwiseiv) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (iiv) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementabove will be, when issued in accordance with the terms of this Agreementthereof, will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to any preemptive rights. No shares of capital stock of Company are owned by any Subsidiary of Company or Company Minority Interest Business. Neither Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote with the shareholders of Company or any Subsidiary on any matter (including upon or in connection with any default), and other than the Convertible Debt and the Warrant, neither Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations convertible into, or exchangeable or exercisable for, securities having the right to vote with the shareholders of Company or such Subsidiary on any matter. Other than as provided in the first sentence of this Section 3.2(a) and except for (i) the Stock Options, Restricted Stock, Stock Units, the Convertible Debt and the Warrant, in each case, outstanding as of the Capitalization Date, (ii) changes following the Capitalization Date resulting from the exercise of Stock Options, the vesting and settlement of Restricted Stock or Stock Units or Shares issued pursuant to the Convertible Debt and the Warrant and (iii) the shares of capital stock or other voting securities or equity interests of each Subsidiary that are owned, directly or indirectly, by Company: there are no issued or outstanding (A) shares of capital stock or other voting securities or equity interests of Company or any of its Subsidiaries, (B) securities of Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of Company or any of its Subsidiaries, (C) restricted shares, stock appreciation rights, “phantom” stock rights, contingent value rights, profit participations, performance units, interests in or rights, directly or indirectly, to the ownership or earnings of Company or any of its Subsidiaries or other equity equivalent or equity-based award or right, (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from Company or any of its Subsidiaries, or obligations of Company or any of its Subsidiaries to issue, any shares of capital stock of Company or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Company or any of its Subsidiaries or rights or interests described in clause (C), or (E) obligations of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. Neither Company nor any of its Subsidiaries is party to any Contracts with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any Shares or other voting securities or equity interests of Company. (b) Section 3.2(b) of the Company Disclosure Letter sets forth a true and complete list of all holders, as of the Capitalization Date, of (i) outstanding Stock Options indicating, with respect to each Stock Option then outstanding, the type of award granted, the number of Shares subject to such Stock Option, the name of the plan under which such Stock Option was granted, the date of grant, exercise price, vesting schedule and expiration thereof, (ii) outstanding Stock Units indicating, with respect to each holder, the number of Stock Units owned by such holder, the number of Shares underlying such Stock Units, the name of the plan under which such Stock Units were granted, the date of grant, vesting schedule and expiration thereof, and (iii) outstanding shares of Restricted Stock, indicating, with respect to each holder, the number of shares of Restricted Stock owned by such holder, the name of the plan under which such shares of Restricted Stock were granted, the date of grant, vesting schedule and expiration thereof (the “Company Equity Award Schedule”). Each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, and the exercise price of each other Stock Option is no less than the fair market value of a Share as determined on the date of grant of such Stock Option. There is no pending internal audit, investigation or inquiry by Company or any of its Subsidiaries, or, to the knowledge of Company, by any Governmental Entity, with respect to Company’s stock option granting practices or other equity compensation practices. Company has made available to Parent true and complete copies of all Company Equity Plans and the forms of all award agreements evidencing outstanding Stock Options, Stock Units or Restricted Stock grants.

Capital Stock. As of November 30, 2024, the (i) The authorized capital stock of Buyer consisted solely Entergy consists of (a) 1,000,000 500,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Entergy Common Stock, of which (i) 42,494,508 222,895,585 shares are were issued and outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)July 26, (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans2000. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding No shares of capital stock of Buyer’s Subsidiaries are duly authorizedEntergy were issued or outstanding from July 26, validly issued2000, fully paidto and including the date of this Agreement. As of July 30, and nonassessable and not subject to preemptive rights2000, and are owned by Buyer or another Subsidiary 23,709,144 shares of Buyer free and clear Entergy Common Stock were held in the treasury of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoeverEntergy. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) 12,471,609 shares of Buyer Entergy Common Stock issuable were subject to outstanding Entergy Employee Stock Options (as defined in Section 5.06) and 1,076,503 additional shares of Entergy Common Stock were reserved for issuance pursuant to the Buyer Benefits Plans Equity Ownership Plan of Entergy Corporation and Subsidiaries, Equity Awards Plan of Entergy Corporation and Subsidiaries, Entergy Service Recognition Program for Outside Directors and Entergy Stock Plan for Outside Directors (ii) by virtue collectively, the "Entergy Option Plans"). All of this Agreement. The the issued and outstanding shares of Buyer Entergy Common Stock to be issued pursuant to this Agreementare, when issued and all shares reserved for issuance will be, upon issuance in accordance with the terms of this Agreementspecified in the instruments or agreements pursuant to which they are issuable, will be duly authorized, validly issued, fully paidpaid and nonassessable. Except as disclosed in this Section 3.02(b) or in Section 3.02(b) of the Entergy Disclosure Letter, on the date of this Agreement there are no outstanding Options obligating Entergy or any of its subsidiaries to issue or sell any shares of capital stock of Entergy or to grant, extend or enter into any Option with respect thereto. (ii) Except as permitted by this Agreement and except as disclosed in the Entergy SEC Reports filed prior to the date of this Agreement or Section 3.02(b) of the Entergy Disclosure Letter, all of the outstanding shares of capital stock of each subsidiary of Entergy are duly authorized, validly issued, fully paid and nonassessable and will not be subject are owned, beneficially and of record, by Entergy or a subsidiary, free and clear of any Liens. The shares of the Company owned by Entergy are owned free and clear of any Lien. Except as disclosed in the Entergy SEC Reports filed prior to preemptive rightsthe date of this Agreement or Section 3.02(b) of the Entergy Disclosure Letter, there are no (A) outstanding Options obligating Entergy or any of its subsidiaries to issue or sell any shares of capital stock of any subsidiary of Entergy or to grant, extend or enter into any such Option or (B) voting trusts, proxies or other commitments, understandings, restrictions or arrangements in favor of any person other than Entergy or a subsidiary wholly owned, directly or indirectly, by Entergy with respect to the voting of or the right to participate in dividends or other earnings on any capital stock of any subsidiary of Entergy. (iii) Except for Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Power, Inc. and System Energy Resources, Inc. (the "Entergy Utilities"), and except as disclosed in Section 3.02(b) of the Entergy Disclosure Letter, as of the date of this Agreement, none of the subsidiaries of Entergy or the Entergy Joint Ventures is a "public utility company", a "holding company", a "subsidiary company" or an "affiliate" of any public utility company within the meaning of Section 2(a)(5), 2(a)(8) or 2(a)(11) of the 1935 Act, respectively. Except for Entergy, none of Entergy, its subsidiaries and the Entergy Joint Ventures is registered under the 1935 Act. (iv) Except as disclosed in Section 3.02(b)(iv) of the Entergy Disclosure Letter, as of the date of this Agreement, no bonds, debentures, notes or other indebtedness of Entergy or any of its subsidiaries having the right to vote (or which are convertible into or exercisable for securities having the right to vote) (collectively, "Entergy Voting Debt") on any matters on which Entergy shareholders may vote are issued or outstanding nor are there any outstanding Options obligating Entergy or any of its subsidiaries to issue or sell any Entergy Voting Debt or to grant, extend or enter into any Option with respect thereto.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 600,000,000 shares of Company Common Stock, without par value, and 25,000,000 shares of preferred stock, par value $0.01 par value per shareshare (the “Company Preferred Stock”). At the close of business on, September 17, 2008, (A) 178,425,915 shares of Company Common Stock were issued and outstanding, of which no 866,625 shares are were subject to future vesting requirements or risk of forfeiture back to the Company or a right of repurchase by the Company (collectively, “Company Restricted Stock”) and (B) 7,866,057 shares of Company Common Stock were reserved and available for issuance pursuant to the 2002 Senior Management Long-Term Incentive Plan, Executive Long-Term Incentive Plan, Management Long-Term Incentive Plan, the 1995 Long-Term Incentive Plan and the 2007 Long Term Incentive Plan (such plans, collectively, the “Company Stock Plans”), of which 6,821,218 shares were subject to outstanding options to purchase shares of Company Common Stock with a weighted average exercise price of $62.69 per share (such outstanding options, together with any options to purchase shares of Company Common Stock granted after September 17, 2008, under the Company Stock Plans, the “Company Employee Stock Options”), and 270,052 shares of Company Common Stock were subject to restricted stock unit awards granted under the Company Stock Plans (such unit awards, together with any other restricted stock unit awards granted after September 17, 2008, the “Company Restricted Units”). (b) 75,000,000 No shares of Buyer Common Stockcapital stock or other voting securities or Equity Interests of the Company were issued, of which (i) 42,494,508 shares are reserved for issuance, outstanding as or held by the Company in its treasury. As of the date of this Agreement Agreement, (including 77,882 shares A) except as set forth in the form of unvested performance based restricted stock awards without dividend or voting rightsSection 4.3(a), there were no outstanding options, stock appreciation rights, “phantom” stock rights, performance awards, units, dividend equivalent awards, rights to receive shares of Company Common Stock on a deferred basis, rights to purchase or receive Company Common Stock or other rights that are linked to the value of Company Common Stock issued or granted by the Company or any of the Company Subsidiaries or Company Joint Ventures to any current or former director, officer, employee or consultant of the Company or any of the Company Subsidiaries or Company Joint Ventures and (iiB) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant Company Restricted Stock or Company Restricted Units were subject to outstanding options granted under the Buyer Benefit Plansperformance-based vesting criteria. The All outstanding shares of Buyer Company Common Stock have been duly authorized are, and validly all shares which may be issued pursuant to the exercise of Company Employee Stock Options and are fully paid the vesting of Company Performance Units and non-assessable. All of Company Restricted Units will be, when issued in accordance with the outstanding shares of capital stock of Buyer’s Subsidiaries are terms thereof, duly authorized, validly issued, fully paid, paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the MGCL, the articles of incorporation of the Company as in effect from time to time, the by-laws of the Company as in effect from time to time, or any contract to which the Company is a party or otherwise bound. During the period from September 17, 2008, to the date of this Agreement, there have been no issuances, reservations for issuance or grants by the Company or any of the Company Subsidiaries or Company Joint Ventures of any shares of capital stock (including Company Restricted Stock) or other voting securities or Equity Interests of the Company (other than issuances or grants of shares of Company Common Stock pursuant to (i) the Company Shareholder Investment Plan (the “Company DRIP”) and (ii) the Company Employee Savings Plan, the Company Represented Employee Savings Plan for Nine Mile Point and the Company Non-Represented Employee Savings Plan for Nine Mile Point (collectively, the “Company Savings Plans”) in the ordinary course of business consistent with past practice and (iii) the exercise of Company Employee Stock Options outstanding on September 17, 2008, as required by their terms as in effect on September 17, 2008). (c) There are no outstanding bonds, debentures, notes or other indebtedness of the Company or any of the Company Subsidiaries or Joint Ventures having the right to vote on any matters on which holders of capital stock or other Equity Interests of the Company or any of the Company Subsidiaries or Joint Ventures may vote (“Company Voting Debt”). (d) Except as set forth in Section 4.3(d) of the Company Disclosure Letter, as of the date of this Agreement, there are (A) no options, warrants, calls, rights, and are owned convertible or exchangeable securities, commitments, contracts, arrangements or undertakings of any kind to which the Company or any of the Company Subsidiaries or the Company Joint Ventures is a party or by Buyer which any of them is bound obligating the Company or another Subsidiary any of Buyer free and clear of all security intereststhe Company Subsidiaries or the Company Joint Ventures to issue, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, chargesdeliver or sell, or cause to be issued, delivered or sold, (1) shares of capital stock or other encumbrances voting securities or Equity Interests of, or any security convertible or exercisable for or exchangeable into any capital stock or other voting securities or Equity Interests of, the Company or any of the Company Subsidiaries or the Company Joint Ventures or (2) any nature whatsoeverCompany Voting Debt and (B) no other rights the value of which is in any way based on or derived from, or 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 capital stock or other voting securities or Equity Interests of the Company or any of the Company Subsidiaries or the Company Joint Ventures. As of the date of this Agreement, there are no optionsoutstanding contractual obligations of the Company or any of the Company Subsidiaries or the Company Joint Ventures to repurchase, warrants, redeem or other similar rights, convertible otherwise acquire any shares of capital stock of the Company or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, any of the Company Subsidiaries or understandings to which Buyer the Company Joint Ventures. (e) None of the Company nor any of the Company Subsidiaries or the Company Joint Ventures is a party, whether or not in writing, party to any voting agreement with respect to the voting of any character relating to the issued or unissued shares of capital stock or other voting securities or Equity Interests of Buyer the Company or any of Buyer’s the Company Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsCompany Joint Ventures.

Capital Stock. As of November 30, 2024, the authorized capital stock of Buyer consisted solely of (a) The authorized share capital of the Company consists of 100,000,000 Shares and 1,000,000 shares of preferred stockstock (the “Preferred Stock”). As of January 12, $0.01 par value per share2007, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which there were (i) 42,494,508 shares are 20,626,102 Shares issued and outstanding as of the date of this Agreement (including 77,882 128,501 unvested Restricted Shares granted under the 2004 Amended and Restated ElkCorp Equity Incentive Compensation Plan (the “2004 Plan”) and the 2002 ElkCorp Equity Incentive Compensation Plan (the “2002 Plan”) and no shares in the form of unvested performance based restricted stock awards without dividend or voting rights)Preferred Stock issued and outstanding, (ii) no shares are held by Buyer Subsidiaries Company Stock Options granted under the 2004 Plan, the 2002 Plan, the Elcor Corporation 1998 Amended and Restated Incentive Stock Option Plan (the “1998 Plan”), and the Elcor Corporation 1993 Incentive Stock Option Plan (the “1993 Plan”), collectively, to purchase an aggregate of 1,338,365 Shares, with a weighted average exercise price of $24.06 per share, issued and outstanding, (iii) 11,667 581,700 shares are reserved subject to outstanding Performance Share awards (at the maximum 150% Target level) and (iv) 66,007 Shares available for future issuance as of awards under the date of this Agreement pursuant to outstanding options 2004 Plan. Other than Company Stock Options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common 2004 Plan, the 2002 Plan, the 1998 Plan, and the 1993 Plan, and unvested Restricted Shares granted under the 2002 Plan and the 2004 Plan, there are no Company Stock have been duly authorized Options, and validly no unvested Restricted Shares issued and are fully paid and non-assessableoutstanding. All of the outstanding shares of capital stock of Buyer’s Subsidiaries Shares are duly authorized, validly issued, fully paidpaid and non-assessable, and nonassessable and are not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations were not issued in Buyer’s voting rights, charges, or other encumbrances violation of any nature whatsoever. As preemptive or similar right, purchase option, call or right of first refusal or similar right. (b) Except as set forth in subsection (a) above, as of the date hereof, (i) the Company does not have any shares of this its capital stock issued or outstanding other than Shares that have become outstanding after January 12, 2007, which were reserved for issuance as of January 12, 2007 as set forth in subsection (a) above, and (ii) except as set forth in the Rights Agreement, there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which the Company or any of the Company’s Subsidiaries is a party obligating the Company or any of the Company’s Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. Except for the issuance of Shares that were available for issuance as set forth in subsection (a) above, and except for regular quarterly cash dividends as publicly disclosed, from December 15, 2006 to the date hereof, the Company has not declared or paid any dividend or distribution in respect of the Shares, and has not issued, sold, repurchased, redeemed or otherwise acquired any Shares, and its Board of Directors has not authorized any of the foregoing. (c) Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or, other than as referred to in Sections 3.2(a) and 3.2(b), other securities, “phantom stock” rights, stock appreciation rights, stock based performance units, 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 stockholders of the Company on any matter. (d) There are no stockholder agreements, arrangements, commitments, voting trusts or other agreements or understandings to which Buyer the Company or any of its Subsidiaries is a party, whether or not in writing, of any character relating party with respect to the issued or unissued voting of the capital stock or other securities equity interest of Buyer the Company or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s its Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rights.

Capital Stock. As of November 30, 2024, the The authorized capital stock of Buyer consisted solely of the Company consists of: (a) 1,000,000 20,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding which, as of the date hereof, 7,638,057 shares are issued and outstanding; (b) 500 shares of this Agreement Series B Convertible Preferred Stock, par value $1.00 per share (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights"Series B Preferred Stock"), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance of which, as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding hereof, 400 are issued and outstanding; (c) 100,000 shares of Buyer Series C Convertible Preferred Stock, par value $1.00 per share (the "Series C Preferred Stock"), of which, as of the date hereof, 45,680 shares designated as Series C-1 (the "Series C-1 Shares") are issued and outstanding and 6,000 shares designated as Series C-2 are issued and outstanding; (d) 22,500 shares of Series D-1 Convertible Preferred Stock, par value $1.00 per share (the "Series D-1 Preferred Stock"), of which, as of the date hereof, 22,500 shares are issued and outstanding; and (e) 17,500 shares of Series D-2 Convertible Preferred Stock, par value $1.00 per share (collectively with the Series B Preferred Stock, the Series C Preferred Stock and the Series D-1 Preferred Stock, the "Preferred Stock"), of which, as of the date hereof, no shares are issued and outstanding. In addition, as of the date hereof, there are 2,673,991 warrants to purchase shares of Common Stock have been duly authorized and validly (the "Common Stock Warrants") issued and are fully paid and non-assessableoutstanding. All of the outstanding shares of capital stock Common Stock and Preferred Stock have been duly and validly authorized and issued, are fully paid and, except as provided under Section 630 of Buyer’s Subsidiaries are duly authorizedthe Business Corporation Law of New York (relating to employee wages), nonassessable, and were issued in compliance with all applicable federal and state securities laws. Upon exercise of the Common Stock Warrants, the shares of Common Stock issued pursuant to such warrants will be validly issued, fully paidpaid and, except as provided under Section 630 of the Business Corporation Law of New York (relating to employee wages) nonassessable, and nonassessable issued in compliance with all applicable federal and not subject state securities laws. Except for the Common Stock Warrants, for options and other stock rights authorized for issuance pursuant to preemptive rightsthe Company's stock plans and director, employee and are owned by Buyer or another Subsidiary of Buyer free agent stock option and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations purchase plans described in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this AgreementSEC Filings and except as set forth on Schedule 3.3, there are no preemptive rights, options, warrants, conversion privileges or other similar rights, convertible rights presently outstanding to purchase or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, otherwise acquire any authorized but unissued shares of any character relating to the issued or unissued capital stock or other securities of Buyer the Company or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s the Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rights.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of 36,000,000 shares of Company Common Stock and 28,941,797 shares of Company Preferred Stock. As of the close of business on March 29, 2023 (the “Measurement Date”), (a) 1,000,000 (i) 4,501,652 shares of preferred stockCompany Common Stock and (ii) (A) 17,033,883 shares of Company Preferred Stock designated in the Company’s Certificate of Incorporation as “Series A-1 Preferred Stock” (“Series A-1 Preferred Stock”), $0.01 par value per share(B) 2,916,686 shares of Company Preferred Stock designated in the Company’s Certificate of Incorporation as “Series A-2 Preferred Stock” (“Series A-2 Preferred Stock” and together with the Series A-1 Preferred Stock, the “Series A Preferred Stock”) and (C) 8,991,228 shares of which no shares are outstanding Company Preferred Stock designated in the Company’s Certificate of Incorporation as “Series B Preferred Stock” (“Series B Preferred Stock”), were issued and outstanding, (b) 75,000,000 995,000 shares of Buyer Company Common StockStock were reserved for issuance upon exercise of outstanding Company Options and (c) 440,000 shares of Company Common Stock were reserved for issuance and ungranted under the Company Equity Plan, (d) 378,982 shares of which (i) 42,494,508 shares are outstanding as Company Common Stock were reserved for issuance upon exercise of the date of this Agreement Company Warrants and (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (iie) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are of Company Common Stock were reserved for future issuance as upon conversion of the date Company Convertible Notes. Prior to the Effective Time and after giving effect to the Preferred Stock Conversion, no shares of this Agreement pursuant to outstanding options granted under the Buyer Benefit PlansCompany Preferred Stock will be issued or outstanding. The All outstanding shares of Buyer Company Capital Stock are, and all shares of Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are reserved for issuance will be, when issued, duly authorized, validly issued, fully paid, paid and nonassessable and not subject to any preemptive rights. All shares of Company Capital Stock, Company Options, Company Warrants and are owned by Buyer other securities of the Company have been issued and granted in material compliance with all applicable securities Laws and other applicable Laws and all requirements set forth in applicable Contracts. Other than the Company Options, the Company has not granted any equity or another Subsidiary equity-based awards under the Company Equity Plan, including any “Stock Grants” or “Other Stock-Based Awards” (each as defined under the Company Equity Plan). Except for the Company Convertible Notes described in Section 4.2(b), neither the Company nor any of Buyer free and clear of all security interestsits Subsidiaries has outstanding any bonds, liensdebentures, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, chargesnotes or other obligations having the right to vote (or convertible into, or other encumbrances of any nature whatsoever. As exchangeable or exercisable for, securities having the right to vote) with the stockholders of the date Company or such Subsidiary on any matter. Except as set forth in this Section 4.2 and except for changes since the close of this Agreementbusiness on the Measurement Date resulting from the exercise of Company Options or Company Warrants or the conversion of Company Convertible Notes, in each case described in Section 4.2(b), there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for outstanding (i) shares of Buyer Common Stock issuable pursuant to capital stock or other voting securities or equity interests of the Buyer Benefits Plans and Company, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of Company Capital Stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (iii) stock appreciation rights, “phantom” equity rights, restricted equity, performance units, interests in or rights to the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based awards or rights, (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, (v) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock of the Company or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for shares of Company Capital Stock or other voting securities or equity interests of the Company or any of its Subsidiaries or rights or interests described in the preceding clause (iv) or (vi) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities (other than under Company Warrants). Except for the Company Equity Plan, Company Options, and Company Warrants set forth in Section 4.2(b) of the Company Disclosure Letter, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or of which the Company has Knowledge with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any shares of Company Capital Stock or other voting securities or equity interests of the Company or any of its Subsidiaries. (b) Section 4.2(b)(i) of the Company Disclosure Letter sets forth a true and complete list of all stockholders of the Company, as of the close of business on the Measurement Date, indicating as applicable, with respect to each such stockholder the number and class and series of shares of Company Capital Stock held by virtue such stockholder and, with respect to the shares of Company Preferred Stock, the applicable conversion price thereon. Section 4.2(b)(ii) of the Company Disclosure Letter sets forth a true and complete list of all holders, as of the close of business on the Measurement Date, of Company Options, indicating as applicable, with respect to each such Company Option, the type of award granted (including whether it is intended to be an “incentive stock option” under Section 422 of the Code), the number of shares of Company Common Stock subject to such Company Option, the exercise or purchase price, vesting schedule, and expiration date thereof, and whether (and to what extent) the vesting of such Company Option will be accelerated by the consummation of the Merger and the other transactions contemplated by this Agreement. Section 4.2(b)(iii) of the Company Disclosure Letter sets forth a true and complete list of all holders, as of the close of business on the Measurement Date, of Company Warrants, indicating as applicable, with respect to each such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise or purchase price, and expiration date thereof, and whether (and to what extent) any exercise or conversion of such Company Warrant will be required by the consummation of the Merger and the other transactions contemplated by this Agreement. Section 4.2(b)(iv) of the Company Disclosure Letter sets forth a true and complete list of all holders, as of the close of business on the Measurement Date, of Company Convertible Notes, indicating as applicable, with respect to each such Company Convertible Note, the number of shares of Company Common Stock subject to such Company Convertible Note, the conversion price, and expiration date thereof, and whether (and to what extent) any conversion of such Company Convertible Note will be required by the consummation of the Merger and the other transactions contemplated by this Agreement. The Company has delivered or made available to Parent a true, correct and complete copy of each Company Option, Company Warrant and Company Convertible Note. The Company has delivered or made available to Parent a true, correct and complete copy of the Company Equity Plan and the form of award agreement with respect to each Company Option. The Company does not sponsor, maintain or administer any employee or director stock option, stock purchase or equity or equity-based compensation plan or arrangement other than the Company Equity Plan. The Company is under no obligation to issue shares of Buyer Company Common Stock to be issued pursuant to this Agreementany employee or director stock option, when issued stock purchase or equity compensation plan or arrangement other than the Company Equity Plan. All grants of Company Options were validly made and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in material compliance with all applicable Law and recorded on the Company Financial Statements in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsGAAP.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Parent consists of (a) 1,000,000 300,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, $0.01 par value $0.0001 per shareshare (the “Parent Preferred Stock”). As of the close of business on September 1, of which no shares are outstanding and 2022 (b) 75,000,000 shares of Buyer Common Stockthe “Measurement Date” ), of which (i) 42,494,508 54,512,951 shares are outstanding as of the date of this Agreement Parent Common Stock (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no shares are of Parent Common Stock were held by Buyer Subsidiaries and Parent in its treasury, (iii) 11,667 no shares are of Parent Preferred Stock were issued and outstanding, (iv) 608,774 shares of Parent Common Stock were reserved for future issuance pursuant to Parent’s 2018 Equity Incentive Plan (of which 59,819 shares were subject to outstanding options to purchase shares of Parent Common Stock (the “Parent Options” ) and 71,522 shares were subject to outstanding restricted stock awards representing the right to purchase shares of Parent Common Stock (the “Parent Restricted Stock Awards”)), 3,769 shares were subject to outstanding restricted stock units representing the right to receive shares of Parent Common Stock (the “Parent Restricted Stock Units”), (v) no shares were available for purchase pursuant to Parent’s 2018 Employee Stock Purchase Plan, (vi) 32,000 shares were reserved for issuance pursuant to Parent’s 2020 Inducement Equity Incentive Plan (of which 18,000 shares were subject to outstanding options to purchase shares of Parent Common Stock), and (vii) 56,289,950 warrants to purchase Parent Common Stock (the “Parent Warrants”) were issued and outstanding, and 56,289,950 shares of Parent Common Stock were reserved for issuance pursuant to the Parent Warrants. Except as set forth above in this Section 5.2(a), neither Parent nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of Parent or such Subsidiary on any matter. Except as set forth above in this Section 5.2(a) and except for changes since the close of business on the Measurement Date resulting from the exercise of any options as described above, or from any publicly disclosed financing involving the sale of Parent Common Stock and/or securities convertible or exercisable into shares of Parent Common Stock (any such equity financing, a “Parent Financing”), as of the date of this Agreement pursuant to Measurement Date, there are no outstanding options granted under the Buyer Benefit Plans. The outstanding (A) shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All capital stock or other voting securities or equity interests of the outstanding Parent, (B) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Buyer’s Subsidiaries are duly authorizedParent or other voting securities or equity interests of Parent or its Subsidiaries, validly issued, fully paid, and nonassessable and not subject to preemptive (C) stock appreciation rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting “phantom” stock rights, chargesperformance units, interests in or rights to the ownership or earnings of Parent or its Subsidiaries or other encumbrances of any nature whatsoever. As of the date of this Agreementequity equivalent or equity-based awards or rights, there are no (D) subscriptions, options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangementscalls, commitments, Contracts or understandings other rights to which Buyer is a partyacquire from Parent or its Subsidiaries, whether or not in writingobligations of Parent or any of its Subsidiaries to issue, any shares of capital stock of Parent or any character relating to the issued of its Subsidiaries, voting securities, equity interests or unissued securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Buyer Parent or its Subsidiaries or rights or interests described in the preceding clause (C), or (E) obligations of Parent or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s its Subsidiaries to issue (whether upon conversionrepurchase, exchangeredeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or otherwisecause to be issued, granted, delivered or sold, any such securities. (b) or sell any share of The authorized capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) First Merger Sub consists of 1,000 shares of Buyer Common Stock issuable pursuant to common stock, par value $0.001 per share, of which 1,000 shares are issued and outstanding, all of which shares are beneficially owned by Parent. (c) 100% of the Buyer Benefits Plans and (ii) membership interests of Second Merger Sub are held by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsParent.

Capital Stock. As of November 30, 2024, the (a) The authorized and outstanding capital stock of Buyer consisted solely of (a) 1,000,000 shares of preferred stockthe Company is as follows: SHARES SHARES DESIGNATION OF CLASS AUTHORIZED OUTSTANDING Series A Preferred Stock, par value $0.01 1,375 1,125.000 per share Series B Preferred Stock, par value $0.01 250 250.000 per shareshare Common Stock, par value $0.01 per share 1,307,407 122,242.400 There is no capital stock of which the Company outstanding except as stated in this Section 3.1(a). The outstanding Stock Rights of the Company are as follows: CLASS OF SHARES NUMBER OF SUBJECT TO SHARES SUBJECT STOCK RIGHT TO STOCK RIGHT DESIGNATION OF STOCK RIGHT Options (the "OPTIONS") under 1996 Common 35,500 Non-Qualified Stock Option Plan of Propane Continental, Inc. Warrants issued in connection with loan by Common 15,000 Bank of America N.T.&S.A. Warrants issued in connection with issuance Common 841,500 of Series A Preferred Stock Conversion right included in terms of Common 278,663 Series B Preferred Stock The warrants listed above are herein referred to as the "WARRANTS." There are no shares are Stock Rights outstanding and with respect to the Company except as set forth in this Section 3.1(a). Except as disclosed in SCHEDULE 3.1, the Company is not a party to any stockholders agreement, registration rights agreement or other Contract with respect to capital stock or Stock Right issued or to be issued by it. (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as All of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted issued and outstanding capital stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have Company has been duly and validly authorized and validly issued and are is fully paid and non-assessable, and has not been issued in violation of any preemptive rights of any stockholder. All Except as disclosed in SCHEDULE 3.1, no Person has any right to require the Company to redeem, purchase or otherwise reacquire any capital stock issued by the Company or any Stock Rights with respect to any capital stock issued by the Company. There are no preemptive rights in respect of the outstanding shares of any capital stock of Buyer’s Subsidiaries are duly authorizedthe Company except as set forth in SCHEDULE 3.1. (c) Since June 30, validly issued1998 (the "LAST FISCAL YEAR-END"), fully paid, and nonassessable and the Company has not subject to preemptive rights, and are owned by Buyer declared or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations paid any dividend payable other than in Buyer’s voting rights, charges, cash or made any distribution other encumbrances than in cash in respect of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued its capital stock or other securities any Stock Rights with respect thereto, or directly or indirectly redeemed, purchased or otherwise acquired any of Buyer the capital stock issued by it or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or Stock Rights with respect thereto other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except than for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightscash.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 1,000,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 par value per shareshare ("COMPANY PREFERRED STOCK"). As of July 1, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock2007, of which (i) 42,494,508 742,430,474 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)Company Common Stock were issued and outstanding, (ii) no options and other awards to acquire an aggregate of 71,637,140 shares are held by Buyer Subsidiaries of Company Common Stock were outstanding under the Company's 1995 Stock Option and Incentive Award Plan and FY 1999 Stock Option and Incentive Award Plan (the "OPTION PLANS"), (iii) 11,667 15,515,892 shares are of Company Common Stock were reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding Ares Warrant Agreement, (iv) 1,061,012 shares of Buyer Company Common Stock have been duly authorized were reserved for issuance pursuant to the Bank Boston Warrant Agreement, and validly (v) no shares of Company Preferred Stock were issued and are fully paid and non-assessableor outstanding. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paidCompany Common Stock are, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Company Common Stock issuable pursuant to the Buyer Benefits Plans reserved for issuance as noted in clauses (ii), (iii) and (iiiv) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementabove, shall be, when issued in accordance with the terms of this AgreementOption Plans or Warrant Agreements, will be as applicable, duly authorized, validly issuedissued and fully paid and non-assessable and free of pre-emptive rights. Neither the Company nor any of its Subsidiaries directly or indirectly owns any shares of Company Common Stock. (b) Except as set forth in SECTION 3.2(a), fully paidas of the date hereof: (i) the Company does not have any shares of its capital stock issued or outstanding other than shares of Company Common Stock that have become outstanding after April 30, 2007, but were reserved for issuance as set forth in SECTION 3.2(a), and nonassessable and will not be (ii) subject to immaterial exceptions with respect to the Company's Subsidiaries, there are no outstanding subscriptions, options, warrants, calls, convertible securities, rights of first refusal, preemptive rights, or other similar rights, agreements or commitments relating to the issuance of capital stock to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company or securities convertible into or exchangeable for such shares or equity interests; (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement, arrangement or commitment to repurchase; (C) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (D) provide an amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company. (c) SECTION 3.2(c) OF THE COMPANY DISCLOSURE SCHEDULE sets forth a true, complete and correct list of all persons who, as of June 30, 2007 held outstanding awards to acquire shares of Company Common Stock (the "COMPANY STOCK AWARDS") under the Option Plans, indicating, with respect to each Company Stock Award then outstanding, the type of award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the exercise price, date of grant and vesting schedule thereof. (d) 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 stockholders of the Company or such Subsidiary on any matter. (e) Except for the stockholders agreements filed as exhibits to the Company's most recent Annual Report on Form 10-K, 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.

Capital Stock. As of November 30, 2024, the (i) The authorized capital stock of Buyer consisted solely Progress consists of: (A) 500,000,000 shares of common stock, no par value (athe “Progress Common Stock”), of which 293,150,141 shares were outstanding as of November 2, 2010; and (B) 1,000,000 20,000,000 shares of preferred stock, $0.01 no par value per share, none of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are were outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoeverAgreement. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Progress Common Stock issuable were held in the treasury of Progress. As of the date of this Agreement, 1,418,447 shares of Progress Common Stock were subject to outstanding stock options granted under the Progress Employee Stock Option Plans (collectively, the “Progress Employee Stock Options”), 1,194,888 shares of Progress Common Stock were subject to outstanding awards of restricted stock units or phantom shares of Progress Common Stock (“Progress Restricted Stock Units”), 1,875,087 shares of Progress Common Stock were subject to outstanding awards of performance shares of Progress Common Stock, determined at maximum performance levels (“Progress Performance Shares”) and 1,651,047 additional shares of Progress Common Stock were reserved for issuance pursuant to the Buyer Benefits Progress Energy, Inc. 1997 Equity Incentive Plan, the Progress Energy, Inc. 2002 Equity Incentive Plan, the Progress Energy, Inc. 2007 Equity Incentive Plan, the Amended and Restated Progress Energy, Inc. Non-Employee Director Stock Unit Plan, and any other compensatory plan, program or arrangement under which shares of Progress Common Stock are reserved for issuance (collectively, the “Progress Employee Stock Option Plans”). Since November 2, 2010, no shares of Progress Common Stock have been issued except pursuant to the Progress Employee Stock Option Plans and (ii) by virtue Progress Employee Stock Options issued thereunder and the Progress Energy, Inc. Investor Plus Plan, and from November 2, 2010 to the date of this Agreement. The , no shares of Buyer Progress Common Stock to be have been issued other than 17,367 shares of Progress Common Stock issued pursuant to this Agreementthe Progress Employee Stock Option Plans or Progress Employee Stock Options issued thereunder and 62,489 shares of Progress Common Stock issued pursuant to the Progress Energy, when Inc. Investor Plus Plan. All of the issued and outstanding shares of Progress Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms of this Agreementspecified in the instruments or agreements pursuant to which they are issuable, will be duly authorized, validly issued, fully paidpaid and nonassessable. Except as disclosed in this Section 3.01(b), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, rights (including stock appreciation rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, “Options”), obligating Progress or any of its subsidiaries (A) to issue or sell any shares of capital stock of Progress, (B) to grant, extend or enter into any Option with respect thereto, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any of their respective subsidiaries. (ii) Except as permitted by this Agreement, all of the outstanding shares of capital stock of each subsidiary of Progress are duly authorized, validly issued, fully paid and nonassessable and will are owned, beneficially and of record, by Progress or a subsidiary of Progress, free and clear of any liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind (each a “Lien”), except for any of the foregoing that, individually or in the aggregate, have not had and could not reasonably be subject expected to preemptive rightshave a material adverse effect on Progress. There are no (A) outstanding Options obligating Progress or any of its subsidiaries to issue or sell any shares of capital stock of any subsidiary of Progress or to grant, extend or enter into any such Option or (B) voting trusts, proxies or other commitments, understandings, restrictions or arrangements in favor of any person other than Progress or a subsidiary wholly-owned, directly or indirectly, by Progress with respect to the voting of or the right to participate in dividends or other earnings on any capital stock of Progress or any subsidiary of Progress. (iii) Progress is a “holding company” as defined under Section 1262 of the Public Utility Holding Company Act of 2005, as amended (the “2005 Act”). (iv) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of Progress or any of its subsidiaries having the right to vote (or which are convertible into or exercisable for securities having the right to vote) (collectively, “Progress Voting Debt”) on any matters on which Progress shareholders may vote are issued or outstanding nor are there any outstanding Options obligating Progress or any of its subsidiaries to issue or sell any Progress Voting Debt or to grant, extend or enter into any Option with respect thereto. (v) There have been no repricings of any Progress Employee Stock Options through amendments, cancellation and reissuance or other means during the current or prior two (2) calendar years. None of the Progress Employee Stock Options, Progress Restricted Stock Units or Progress Performance Shares (A) have been granted since November 2, 2010, except as permitted by this Agreement, or (B) have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. None of the Progress Employee Stock Options was granted with an exercise price below the per share closing price on the NYSE on the date of grant. All grants of Progress Employee Stock Options, Progress Restricted Stock Units and Progress Performance Shares were validly made and properly approved by the Board of Directors of Progress (or a duly authorized committee or subcommittee thereof) in compliance with all applicable laws and recorded on the consolidated financial statements of Progress in accordance with GAAP, and no such grants of Progress Employee Stock Options involved any “back dating,” “forward dating” or similar practices.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Watson Wyatt consists of (a) 99,000,000 shares of Watson Wyatt Common Stock and 1,000,000 shares of preferred stock, $0.01 no par value per share(“Watson Wyatt Preferred Stock”). As of the close of business on June 26, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock2009, of which (i) 42,494,508 42,657,431 shares are outstanding as of the date of this Agreement Watson Wyatt Common Stock (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no 1,156,020 shares are of Watson Wyatt Common Stock were held by Buyer Subsidiaries and Watson Wyatt in its treasury, (iii) 11,667 no shares are of Watson Wyatt Preferred Stock were issued and outstanding and (iv) 3,906,772 shares of Watson Wyatt Common Stock were reserved for future issuance as of the date of this Agreement pursuant to employee or director stock option, stock purchase, deferred stock unit or equity compensation plans, arrangements or agreements of Watson Wyatt (“Watson Wyatt Equity Plans”) (of which 657,087 shares were subject to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. awards). (b) All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paidWatson Wyatt are, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations shares reserved for issuance as noted in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue clause (whether upon conversion, exchange, or otherwiseiv) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementabove will be, when issued in accordance with the terms of this Agreementthereof, will be duly authorized, validly issued, fully paid, paid and nonassessable and not subject to any preemptive rights. No shares of capital stock of Watson Wyatt are owned by any Subsidiary of Watson Wyatt. All the outstanding shares of capital stock or other voting securities or equity interests of each Significant Subsidiary of Watson Wyatt have been duly authorized and validly issued, and are fully paid, nonassessable and not subject to any preemptive rights. All of the shares of capital stock or other voting securities or equity interests of each such Significant Subsidiary are owned, directly or indirectly, by Watson Wyatt, free and clear of all Liens. Neither Watson Wyatt nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of Watson Wyatt or such Subsidiary on any matter. Except as set forth above in Section 4.2(a), there are no outstanding (i) shares of capital stock or other voting securities or equity interests of Watson Wyatt, (ii) securities of Watson Wyatt or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Watson Wyatt or other voting securities or equity interests of Watson Wyatt or any of its Subsidiaries, (iii) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of Watson Wyatt or any of its Subsidiaries or other equity equivalent or equity-based award or right, (iv) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from Watson Wyatt or any of its Subsidiaries, or obligations of Watson Wyatt or any of its Subsidiaries to issue, any shares of capital stock of Watson Wyatt or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Watson Wyatt or any of its Subsidiaries or rights or interests described in clause (iii) or (v) obligations of Watson Wyatt or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. (c) Except for the Watson Wyatt Voting Agreement and as set forth under the Watson Wyatt Equity Plans, there are no stockholder agreements, voting trusts or other agreements or understandings to which Watson Wyatt or any of its Subsidiaries is a party or on file with Watson Wyatt with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other equity interest of Watson Wyatt or any of its Subsidiaries. (d) Watson Wyatt has made available to Towers Perrin true and complete copies of all Watson Wyatt Equity Plans and the forms of all agreements evidencing outstanding awards under Watson Wyatt Equity Plans. (e) As of the Effective Time, there will not be subject any outstanding (i) securities of Watson Wyatt or any of its Subsidiaries that are convertible into or exchangeable or exercisable for shares of capital stock of Watson Wyatt or other voting securities or equity interests of Watson Wyatt or any of its Subsidiaries or (ii) any other equity equivalent or equity-based award or right with respect to preemptive rightsWatson Wyatt or any of its Subsidiaries.

Capital Stock. As of November 30, 2024the date hereof, the authorized capital stock of Buyer consisted solely Purchaser consists of (a) 1,000,000 50,000,000 shares of Purchaser Common Stock and 5,000,000 shares of serial preferred stock, $0.01 par value $1.00 per shareshare (the “Purchaser Preferred Stock”). As of the close of business on September 30, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock2014, of which (i) 42,494,508 33,440,859 shares are outstanding as of the date of this Agreement Purchaser Common Stock (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no 1,822,042 shares are of Purchaser Common Stock were held by Buyer Subsidiaries and Purchaser in its treasury, (iii) 11,667 no shares are of Purchaser Preferred Stock were issued and outstanding or held by Purchaser in its treasury, and (iv) 1,879,767 shares of Purchaser Common Stock were reserved for future issuance as of the date of this Agreement pursuant to Purchaser Equity Plans (of which 882,811 shares were subject to outstanding options granted under the Buyer Benefit Plans. The Purchaser Stock Options and 518,980 shares were subject to outstanding shares of Buyer Common Purchaser Stock have been duly authorized and validly issued and are fully paid and non-assessableAwards). All of the outstanding shares of capital stock of Buyer’s Subsidiaries are Purchaser are, and all shares reserved for issuance as noted in clause (iv) above will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid, paid and nonassessable and not subject to any preemptive or similar rights. Except as provided in Louisiana Revised Statute 6:262, and all of the shares of capital stock or other voting securities or equity interests of each such Subsidiary are owned owned, directly or indirectly, by Buyer or another Subsidiary of Buyer Purchaser, free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or Liens other encumbrances of any nature whatsoeverthan restrictions on transfer under applicable securities Laws. As of the date of this Agreement, except for this Agreement, there are no optionsshareholder agreements, warrants, voting trusts or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, agreements or understandings to which Buyer Purchaser or any of its Subsidiaries is a party, whether party or not in writing, of any character relating on file with Purchaser with respect to the issued holding, voting, registration, redemption, repurchase or unissued disposition of, or that restricts the transfer of, any capital stock or other securities equity interest of Buyer Purchaser or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s its Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Purchaser Capital Stock to be issued pursuant to this Agreementin the Merger will be duly authorized by all necessary corporate action on the part of Purchaser and, when issued in accordance with the terms of this Agreementhereof, will be duly authorized, validly issued, fully paid, non-assessable and nonassessable and will not be subject to free of preemptive or similar antidilution rights.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted the Company consists solely of (ai) 1,000,000 50,000,000 shares of common stock, of which 35,000,000 shares are designated as Existing Series A Common Stock, 200,000 shares are designated as Existing Series B Common Stock, and 14,800,000 shares are designated as Existing Series C Common Stock and (ii) 2,000,000 shares of preferred stock, $0.01 par value per share, of which no 12,500 shares are outstanding designated as Existing Series A Preferred Stock, and (b) 75,000,000 12,500 shares are designated as Existing Series B Preferred Stock. Each share of Buyer Existing Series B Common Stock and Existing Series C Common Stock is convertible into one share of Existing Series A Common Stock, of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, (i) 4,010,914 shares of Existing Series A Common Stock are issued and outstanding, (ii) 36,000 shares of Existing Series B Common Stock are issued and outstanding, all or which are held by ATP, (iii) 7,300,000 shares of Existing Series C Common Stock are issued and outstanding, of which 6,600,000 shares are held the ATILP and 700,000 shares are held by TIP, (iv) 10,938 shares of Existing Series A Preferred Stock are issued and outstanding; (v) 10,938 shares of Existing Series B Preferred Stock are issued and outstanding; (vi) no shares of Existing Common Stock and no shares of Existing Preferred Stock are held in the treasury of the Company; (vii) 15,312,515 shares of Existing Series A Common Stock are reserved for issuance upon conversion of the Existing Series B Common Stock, the Existing Series C Common Stock, the Existing Series A Preferred Stock and the Existing Series B Preferred Stock, and (viii) 6,000,000 shares of Existing Series A Common Stock are reserved for issuance under the Company's stock option plans (such plans having been amended prior to the Company's execution and delivery of this Agreement so that such options are not with respect to Existing Series C Common Stock). Other than as described above, there are no optionsother shares or series of Existing Common Stock or Existing Preferred Stock issued and outstanding, warrantsheld in treasury or reserved for issuance. All of the issued and outstanding shares of each series of Existing Common Stock and Existing Preferred Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings agreements pursuant to which Buyer is a partythey are issuable, whether or not in writingduly authorized, validly issued, fully paid and nonassessable. All of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Company Series B Common Stock to be issued to Parent and Cash Sub pursuant to this AgreementSection 2.03, when issued in accordance with the terms of this Agreementso issued, will be duly authorized, validly issued, fully paidpaid and non-assessable. Except pursuant to this Agreement and the Voting Agreements, there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto. (b) All of the outstanding shares of capital stock of each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and will not be subject are owned, beneficially and of record, by the Company or a Subsidiary wholly owned, directly or indirectly, by the Company, free and clear of any liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind (each a "Lien"). There are no (i) outstanding Options obligating the Company or any of its Subsidiaries to preemptive rightsissue or sell any shares of capital stock of any Subsidiary of the Company or to grant, extend or enter into any such Option or (ii) voting trusts, proxies or other commitments, understandings, restrictions or arrangements in favor of any person other than the Company or a Subsidiary wholly owned, directly or indirectly, by the Company with respect to the voting of or the right to participate in dividends or other earnings on any capital stock of any Subsidiary of the Company. (c) There are no outstanding contractual obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any shares of any series of Company Common Stock or any capital stock of any Subsidiary of the Company or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company or any other person.

Capital Stock. As of November 30, 2024, the The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 1,000,000,000 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), Company Class A Stock; (ii) no 100,000,000 shares are held by Buyer Subsidiaries of Company Class B Stock and (iii) 11,667 100,000,000 shares are reserved for future issuance of Company Preferred Stock. As of 5:00 p.m., Pacific time, on December 20, 2018 (such time and date, the “Capitalization Date”), (A) 45,515,580 shares of Company Class A Stock were issued and outstanding (which excludes the shares of Company Common Stock relating to the Company RSUs and Company Options referred to in clauses (x) and (y) of Section 3.7(b)); (B) 2,432,869 shares of Company Class B Stock were issued and outstanding (which excludes the shares of Company Common Stock relating to the Company RSUs and Company Options referred to in clauses (x) and (y) of Section 3.7(b)); (C) no shares of Company Preferred Stock were issued and outstanding; and (D) no shares of Company Capital Stock were held by the Company as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Planstreasury shares. The All outstanding shares of Buyer Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to free of any preemptive rights. From the Capitalization Date to the date hereof, and are owned by Buyer the Company has not issued or another Subsidiary granted Table of Buyer free and clear Contents any Company Securities other than pursuant to the exercise of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, Company RSUs or other encumbrances of any nature whatsoeverCompany Options granted prior to the date hereof. As of the date hereof, the Convertible Notes are not convertible into shares of this AgreementCompany Common Stock and, there are no optionsas of the Capitalization Date, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant the Fundamental Change Repurchase Price (as defined in the Indenture) is equal to the Buyer Benefits Plans sum of 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (as defined in the Indenture) and (ii) by virtue the Conversion Rate (as defined in the Indenture), without giving effect to any increase to the Conversion Rate as a result of this Agreement. The a Make-Whole Fundamental Change (each as defined in the Indenture) required in connection with the Closing, is 20.1898 shares of Buyer Company Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms per $1,000 principal amount of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsConvertible Notes.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 100,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 par value per shareshare (“Company Preferred Stock”). As of the close of business on January 31, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock2011, of which (i) 42,494,508 38,136,921 shares are of Company Common Stock were issued and outstanding as and no shares of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend Company Preferred Stock were issued or voting rights)outstanding or reserved for issuance, (ii) no 10,022 shares are of Company Common Stock were held by Buyer Subsidiaries and in treasury, (iii) 11,667 240,168 shares are of Company Common Stock were reserved for future issuance as under the Company’s 1997 Stock Option Plans (the “1997 Plan”), 240,168 of the date of this Agreement which were subject to outstanding Company Stock Options issued pursuant to outstanding options granted such plan, (iv) 953,429 shares of Company Common Stock were reserved for issuance under the Buyer Benefit Company’s 2003 Stock Option Plan (the “2003 Plan”), 953,370 of which were subject to outstanding Company Stock Options issued pursuant to such plan, and (iv) 2,000,000 shares of Company Common Stock were reserved for the issuance under the Company’s 2008 Stock Option Plan (the “2008 Plan”), 1,720,000 of which were subject to outstanding Company Stock Options issued pursuant to such plan. Collectively, under the 1997 Plan, the 2003 Plan and the 2008 Plan, the “Company Options Plans”), an aggregate of 3,193,597 shares were reserved for issuance, an aggregate of 2,913,538 of which were subject to outstanding Company Stock Options. The All outstanding shares of Buyer Company Common Stock have been duly authorized are, and validly issued and are fully paid and non-assessable. All of the outstanding all shares of capital stock of Buyer’s Subsidiaries are Company Common Stock reserved for issuance under the Company Option Plans when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paidpaid and non-assessable, free of any Liens other than Liens arising under applicable federal and nonassessable and state securities Laws, not subject to preemptive rightsany pre-emptive rights and issued in compliance with all applicable securities Laws. No shares of Company Common Stock or other Equity Interests or voting interests of the Company, and or any securities convertible into or exchangeable for shares of Company Common Stock or other Equity Interests or voting interests of the Company, are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As Subsidiaries of the Company. (b) Except as set forth in subsection (a) above or as permitted by Section 5.1(b) after the date hereof, (i) neither the Company nor any of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, its Subsidiaries has issued any shares of any character relating to the issued or unissued capital stock or other Equity Interests or voting interests or securities of Buyer convertible into or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of exchangeable for capital stock of, or other equity Equity Interests or voting interests in or other securities ofin, Buyer or any of Buyer’s Subsidiariesthe Company, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other Equity Interests or voting interests to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or other Equity Interests or voting interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares of capital stock, Equity Interests or voting stock, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities, exchangeable securities, or other similar right, agreement or arrangement, (C) redeem or otherwise acquire any such shares of capital stock, other Equity Interests or voting interests or (D) provide any funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. (c) 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. (d) There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or of which the Company is otherwise aware (i) with respect to the voting of, (ii) restricting the transfer of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) granting any preemptive or antidilutive right with respect to, any shares of the capital stock or other Equity Interest or voting interests of the Company or any of its Subsidiaries. (e) No holder of securities in the Company or any of its Subsidiaries has any right to have such securities registered by virtue the Company or any of this Agreementits Subsidiaries, as the case may be. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth a complete and correct list of (i) all outstanding Company Stock Options granted under the Company Option Plans, or otherwise, (ii) the holders thereof, (iii) the number of shares of Company Common Stock issuable thereunder or with respect thereto, (iv) the date of grant and (v) the exercise prices (if any) thereof. Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective by all necessary corporate action. The per share exercise price of each Company Stock Option was equal to or greater than the fair market value of a share of Company Common Stock on the applicable grant date. The Company has not granted, and there is no and has been no Company policy or intentional practice to grant, Company Stock Options prior to, or otherwise intentionally coordinate the grant of Company Stock Options with, the release of material information regarding the Company or its Subsidiaries. The Company Option Plans (and all amendments thereto), as previously provided to Parent, are complete and correct and are in full force and effect. (g) None of the Company or any of its Subsidiaries is a party to any “poison pill”, anti-takeover plan or other similar agreement or understanding relating to any shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with capital stock or other Equity Interests or voting interests of the terms Company or any of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsits Subsidiaries.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Magna consists, as of the date of this Agreement, of (ai) 80,000,000 shares of Magna Common Stock, of which 32,649,181 shares were issued and outstanding as of February 20, 1998 and, excluding shares of Magna Common Stock issuable in connection with the transaction referenced in Section 8.17 of this Agreement and without taking into account any shares of Magna Common Stock repurchased by Magna prior to the Effective Time, not more than 35,257,887 shares will be issued and outstanding at the Effective Time, (ii) 1,000,000 shares of preferred stock, $0.01 par value per shareMagna Preferred Stock, of which no shares are outstanding issued and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) and no shares are held by Buyer Subsidiaries will be issued and outstanding as of the Effective Time, (iii) 11,667 49,500 shares of Magna Class B Preferred Stock, of which 1,981 shares are reserved for future issuance issued and outstanding as of the date of this Agreement pursuant to and not more than 1,981 shares will be issued and outstanding options granted under at the Buyer Benefit PlansEffective Time, and (iv) 1,000,000 shares of Magna Class C Preferred Stock, of which no shares are issued and outstanding as of the date of this Agreement and no shares will be issued and outstanding at the Effective Time. The All of the issued and outstanding shares of Buyer Magna Common Stock have been are duly authorized and validly issued and outstanding and are fully paid and non-assessablenonassessable under the DGCL. All None of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations Magna Common Stock has been issued in Buyer’s voting rights, charges, or other encumbrances violation of any nature whatsoever. As preemptive rights of the date current or past stockholders of Magna. (b) Except (i) as set forth in Section 5.3(a) of this Agreement, (ii) with respect to shares of Magna Common Stock issuable under the Magna Dividend Reinvestment Plan and the Magna Employee Stock Purchase Plan and 1,337,194 shares of Magna Common Stock sub- ject to outstanding options under the Magna Stock Plans, (iii) as provided pursuant to the Stock Option Agreement or the Magna Rights Agreement, or (iv) pursuant to the 7% Convertible Subordinated Capital Notes and 8-3/4% Convertible Subordinated Debentures of Magna, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, shares of any character relating to the issued or unissued capital stock or other equity securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries Magna outstanding and no outstanding Rights relating to issue (whether upon conversion, exchange, or otherwise) or sell any share of the capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsMagna.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 500,000,000 shares of Company Common Stock, 48,500,000 shares of preferred stock, par value $0.01 per share (“Authorized Preferred Stock”), and 1,500,000 shares of Series A Junior Participating Cumulative Preferred Stock, par value per share$0.01 (the “Series A Preferred Stock”, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common together with the Authorized Preferred Stock, the “Company Preferred Stock”) reserved for issuance in connection with the rights (the “Rights”) issued under the Rights Agreement, dated as of which December 16, 1997, by and between the Company and The Fifth Third Bank, as amended (the “Company Rights Agreement”). As of July 31, 2007, (i) 42,494,508 88,042,324 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)Company Common Stock were issued and outstanding, (ii) no shares are of Company Common Stock were held by Buyer Subsidiaries and in treasury, (iii) 11,667 2,925,251 shares are of Company Common Stock were reserved for future issuance as of the date of this Agreement pursuant to the outstanding options granted Company Stock Options, (iv) 798,995 shares of Company Common Stock were reserved for issuance pursuant to unvested restricted stock awards, (iv) no shares were reserved for issuance under the Buyer Benefit PlansASPP, (v) 7,500,000 shares of Company Common Stock were reserved for issuance in connection with warrants issued by the Company to third parties (the “Warrants”), and (vi) no shares of Company Preferred Stock were issued or outstanding. The All outstanding shares of Buyer Company Common Stock, and all shares of Company Common Stock have been duly authorized reserved for issuance as noted in clauses (iii), (iv) and validly issued and are fully paid and non-assessable. All (v) of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementforegoing sentence, when issued in accordance with the respective terms of this Agreementthereof, are or will be duly authorized, validly issued, fully paidpaid and non-assessable and free of preemptive rights (and have not been, and nonassessable and will not be subject to be, issued in violation of any preemptive rights). Section 3.2(a) of the Company Disclosure Letter lists each outstanding Warrant, the number of shares of Company Common Stock issuable upon the exercises thereof, and the exercise price per share thereof. (b) Except as set forth in subsection (a) above, as of the date hereof, (i) the Company does not have any shares of its capital stock issued or outstanding other than shares of Company Common Stock that have become outstanding after July 31, 2007 under the ASPP or upon exercise of Company Stock Options or Warrants outstanding as of such date and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. No shares of Company Common Stock are held by any Subsidiary of the Company. (c) Except as set forth in subsection (a) or (b) above, 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 stockholders of the Company on any matter. (d) There are no stockholder agreements, 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. (e) Except as disclosed in the Filed SEC Documents, no holder of securities in the Company or any of its Subsidiaries has any right to have such securities or the offering or sale thereof registered under or pursuant to any securities Laws by the Company or any of its Subsidiaries. (f) To the Knowledge of the Company, each Company Stock Option (A) was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Stock Plans pursuant to which it was issued, (B) has an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Common Stock on the date of, or the date immediately preceding, such grant, (C) has a grant date identical to the date on which the Company’s Board of Directors or Compensation Committee actually awarded such Company Stock Option, and (D) qualifies for the tax and accounting treatment afforded to such Company Stock Option in the Company’s Tax Returns (as hereinafter defined) and the financial statements included in the Company SEC Documents (as hereinafter defined), respectively.

Capital Stock. As of November 30, 2024, the The authorized capital stock of Buyer consisted solely the Company consists ------------- only of (a) 1,000,000 30,000,000 shares of preferred stockCommon Stock, $0.01 0.001 par value per shareshare (the "Company Common Stock"), of which no shares are outstanding and (b) 75,000,000 3,060,384 shares of Buyer Common Stock, of which (i) 42,494,508 shares Stock are issued --------------------- and outstanding as of the date hereof, and 20,000,000 shares of this Agreement Preferred Stock, $0.001 par value per share (including 77,882 the "Company Preferred Stock"). The designation and ----------------------- status of the Company Preferred Stock is as follows: (i) 3,000,000 shares in are designated as Series A Preferred Stock, 3,000,000 of which are issued and outstanding as of the form of unvested performance based restricted stock awards without dividend or voting rights)date hereof, (ii) no 688,000 shares are held by Buyer Subsidiaries designated as Series B Preferred Stock, 661,000 of which are issued and outstanding as of the date hereof, and (iii) 11,667 6,700,000 shares are reserved for future issuance designated as Series C Preferred Stock, none of which are issued and outstanding as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessablehereof. All of the issued and outstanding shares of capital stock of Buyer’s Subsidiaries Company Common Stock and Company Preferred Stock are duly authorized, validly issued, fully paidpaid and nonassessable, and nonassessable have been issued in compliance with all applicable federal, state and not subject foreign securities Laws. Except as disclosed in Section 2.3 of the Disclosure Schedule, no shares of -------------------------------------- Company Common Stock or Company Preferred Stock are held in treasury or are reserved for issuance. Section 2.3 of the Disclosure Schedule lists the name -------------------------------------- and state of residence of each holder of Company Common Stock and Company Preferred Stock provided to preemptive rightsthe Company by such holder. Except as disclosed in Section 2.3 of the Disclosure Schedule, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As as of the date of this Agreement, hereof there are no options, warrants, -------------------------------------- outstanding Company Options or other similar rights, convertible Company Warrants or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, arrangements or understandings to which Buyer the Company is a party, whether party (written or not in writing, of any character relating oral) to issue Options with respect to the issued Company and there are no preemptive rights or unissued capital stock agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of Company Capital Stock created by statute, the articles of incorporation or by-laws of the Company, or any agreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any Liability by issuing Company Common Stock or Equity Equivalents. With respect to each Company Option and Company Warrant, Section 2.3 of the ------------------ Disclosure Schedule sets forth the holder thereof, the number and type of ------------------- securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period and vesting schedule thereof. All of Buyer the Company Options and Company Warrants were issued in compliance with all applicable federal, state and foreign securities Laws. The Company is not a party or subject to any of Buyer’s Subsidiaries agreement or obligating Buyer understanding, and, to the Company's knowledge, there is no agreement or understanding between or among any of Buyer’s Subsidiaries Persons which affects or relates to issue (whether upon conversion, exchangethe voting, or otherwise) or sell any share giving of capital stock ofwritten consents, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant with respect to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsCompany Capital Stock.

Capital Stock. As of November 30, 2024, Diblo and the G-Modelo --------------------------------------- Corporations. ------------ (a) The authorized capital stock of Buyer consisted solely Diblo is variable with a minimum fixed capital of 1,428,804,61- 4.20 Mexican Pesos and a variable capital, which as of the Closing Date, equals 1,122,188,515.70 Mexican Pesos. The total capital is divided into (ai) 1,000,000 226,268,273 shares of preferred Diblo common stock, $0.01 par value per share, all of which no shares are issued and outstanding, 169,701,206 of which shares are designated as Class I Diblo Series A Shares which represent the minimum fixed capital and 56,567,067 of which shares are designated as Class II Diblo Series B Shares and (ii) 17,030,940 Diblo P-C Shares, all of which shares are issued and outstanding and are designated as Class II shares and which together with the Class II Diblo Series B Shares represent the variable capital. The Diblo Series A Shares and the Diblo Series B Shares (collectively, the "Diblo Common Shares") and the Diblo P-C shares are owned of record as set forth on Schedule 3.2(a). All Diblo Common Shares have been duly and validly authorized and issued, are fully paid and nonassessable, and are owned of record as set forth on Schedule 3.2(a) free and clear of all Encumbrances, except as set forth in this Agree- ment. All Diblo P-C Shares have been duly and validly authorized and issued, and upon payment therefor immedi- ately after the Closing will be fully paid and nonassess- able, and are owned by G-Modelo free and clear of Encum- brances. Other than the Diblo Common Shares and the Diblo P-C Shares, there are no authorized, issued or out- standing securities of Diblo. Except as provided in this Agreement and the Banamex Trust Agreement, there is no subscription, option, warrant, call, right, contract, agreement, commitment, understanding or arrangement with respect to the issuance, sale, delivery or transfer of the capital stock of Diblo, including any right of con- version or exchange under any security or other instru- ment. Each of G-Modelo and the Banamex Trust has good and marketable title to the Diblo Common Shares and, in the case of G-Modelo, the Diblo P-C Shares owned by it, and at the Closing the Investor will receive good and marketable title to the Initial Diblo Shares, free and clear of all Encumbrances, except as set forth in this Agreement. (b) 75,000,000 shares Upon the purchase of Buyer Common Stockthe Diblo Option Shares at the Diblo Option Closing (as such terms are defined in Section 6.4) pursuant to Section 6.4, the Investor or its authorized designee, if any, will receive good and marketable title to the Diblo Option Shares free and clear of which all Encumbrances, except as set forth in this Agreement. (c) For each of the G-Modelo Corpora- tions, Schedule 3.2(c) identifies (i) 42,494,508 shares are outstanding as the names of the date of this Agreement (including 77,882 shares in directors or sole administrator, as the form of unvested performance based restricted stock awards without dividend or voting rights)case may be, (ii) no shares are held by Buyer Subsidiaries the authorized capital for such corporation, divided between minimum fixed capital and variable capital, (iii) 11,667 the number of such shares which are reserved for future issuance as issued and outstand- ing, together with the number of treasury shares, if any, and (iv) the names of all record holders of such issued and outstanding shares (indicating the number of shares owned). Each of the date of this Agreement pursuant G-Modelo Corporations has good and marketable title to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are the G- Modelo Corporations owned by Buyer or another Subsidiary of Buyer it, free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoeverEncumbrances. As All of the date shares of capital stock of the G-Modelo Corporations are duly and validly authorized and issued, fully paid and nonassessable. Except as provided in this Agreement, there are is no optionssubscription, warrantsoption, war- rant, call, right, contract, agreement, commitment, understanding or arrangement with respect to the issu- ance, sale, delivery or transfer of any of the shares of the capital stock of the G-Modelo Corporations, including any right of conversion or exchange under any security or other similar rightsinstrument. As promptly as practicable, convertible or exchangeable securitiesthe Con- trolling Shareholders agree to identify the relationship, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writingif any, of the shareholders, the directors or the sole administrator of the G-Modelo Corporations identified on Schedule 3.2(c) to Srs. An▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇., Pa▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, Ne▇▇▇▇▇ ▇▇▇▇ ▇., Ju▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇ P. or Va▇▇▇▇▇▇ ▇▇▇▇ ▇. and to provide such information to A-B. (d) Except as provided in this Agreement and the Banamex Trust Agreement, the Banamex Trust is not a party to any character relating subscription, option, warrant, call, right, contract, agreement, commitment, understanding or arrangement with respect to the issued sale, delivery or unissued capital stock trans- fer of the Diblo Series B Shares held by the Banamex Trust, including any right of conversion or exchange under any security or other securities instrument. The Banamex Trust has good and marketable title to the Diblo Series B Shares held in trust by it, free and clear of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiariesall Encum- brances, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of as set forth in this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rights.

Capital Stock. As of November 30, 2024, the authorized capital stock of Buyer consisted solely of (a) The Company. The Company has 20,000,000 shares of Common Stock ----------- authorized of which 6,839,837 shares are issued and outstanding and no shares are held in the treasury of the Company as of the date hereof. As of the date hereof, the Company has authorized 1,000,000 shares of preferred stock, $0.01 no par value per sharevalue, of the Company ("Preferred Stock"), of which no shares of Preferred Stock are issued and outstanding and (b) 75,000,000 on the date hereof. 40,000 shares of Buyer Common StockPreferred Stock were reserved for issuance upon exercise of the rights (the "Company Rights" or, of which -------------- individually, a "Company Right") distributed in connection with that certain ------------- Rights Agreement dated July 15, 1988, as amended by Amendment No. 1 dated August 15, 1997 (ithe "Rights Agreement"). Schedule 4.5(a)(i) 42,494,508 shares are outstanding is a true, correct and ---------------- ------------------ complete list as of the date hereof of: (x) the number of this Agreement options which the Company has been authorized to issue, and (including 77,882 y) the number of Company Stock Options which are issued and outstanding together with the applicable exercise price(s), vesting dates, and expiration dates. Schedule 4.5(a)(ii) is a true, ------------------- correct and complete copy of all of the option plans, forms of agreements pursuant to which the Company Stock Options were granted, and a list of convertible promissory notes. All outstanding shares in of Common Stock, and all outstanding Company Stock Options, and convertible promissory notes have been duly authorized, and are validly issued, and all outstanding shares of Common Stock are fully paid and nonassessable and free of preemptive rights. Except as set forth on Schedule 4.5(a)(i)-(ii), as of ----------------------- the form date hereof there are outstanding (i) no shares of unvested performance based restricted capital stock awards without dividend or other voting rights)securities of the Company, (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as securities of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding Company convertible into or exchangeable for shares of capital stock or voting securities of Buyer’s Subsidiaries are duly authorizedthe Company, validly issued(iii) no options (including employee stock options), fully paid, and nonassessable and not subject to preemptive warrants or rights of conversion or other rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, chargesarrangements or commitments obligating, or other encumbrances of which may obligate, the Company to sell or issue any nature whatsoever. As additional shares of the date Company's capital stock, (iv) no obligation of this Agreementthe Company to issue any voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (v) no equity equivalents, there are no options, warrantsinterests in the ownership or earnings, or other similar rights, convertible rights of or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating with respect to the issued Company (the items in clauses (i), (ii), (iii), (iv) and (v) being referred to collectively as the "Company Securities"). There are no ------------------ outstanding obligations of the Company to repurchase, redeem or unissued capital stock or other securities of Buyer or otherwise acquire any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsCompany Securities.

Capital Stock. As of November 30, 2024the date hereof, the authorized capital stock of Buyer consisted solely ------------- WebMD consists of (a) 1,000,000 75,000,000 shares of preferred stock, $0.01 par value per sharedesignated Common Stock (without designation as to series), of which no 3,000,000 shares are outstanding issued and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as of the date hereof and none of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)which are issued and held as treasury shares, (iib) no 3,000,000 shares are held by Buyer Subsidiaries designated Common Stock Series B, of which 1,400,000 are issued and (iii) 11,667 shares are reserved for future issuance outstanding as of the date hereof and none of this Agreement pursuant to which are issued and held as treasury shares, (c) 1,500,000 shares are designated Common Stock Series C, of which 1,500,000 are issued and outstanding options granted under as of the Buyer Benefit Plans. The date hereof and none of which are issued and held as treasury shares, (d) 15,000,000 shares are designated Common Stock Series D, of which 4,486,805 are issued and outstanding as of the date hereof and none of which are issued and held as treasury shares, (e) 2,500,000 are designated Common Stock Series E, of which 2,100,000 are issued and outstanding as of the date hereof and none of which are issued and held as treasury shares; and (f) 10,000,000 shares designated as Preferred Stock, of which 1,600,000 are designated Series A Preferred Stock, of which 801,000 shares of Buyer Common Series A Preferred Stock have been are issued and outstanding as of the date hereof and none of which are issued and held as treasury shares. Except as set forth in Schedule 6.3, all of such shares are duly authorized and validly issued and outstanding, and are fully paid and non-assessableassessable and were issued pursuant to an exemption from registration under the 1933 Act and all applicable state securities laws. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, Except as set forth on Schedule 6.3 and nonassessable and not subject to preemptive rights, and are owned as ------------ contemplated by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no outstanding warrants, options, warrantsrights (including outstanding rights to demand registration or to sell in connection with a registration by WebMD under the Securities Act of 1933, as amended), calls or other similar rights, convertible commitments of any nature relating to the WebMD Common Stock or exchangeable securities, “phantom stock” rights, any other capital stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings of WebMD to which Buyer WebMD is a party, whether and there are no outstanding securities of WebMD convertible into or not in writing, exchangeable for shares of WebMD Common Stock or any other capital stock of WebMD. WebMD and its Subsidiaries have no knowledge of any character voting agreements or voting trusts between or among any Person or Persons relating to WebMD, the issued WebMD Common Stock or unissued any of its Subsidiaries. Except as set forth on Schedule 6.3, WebMD is not ------------ obligated to issue or repurchase any shares of its capital stock for any purpose, and, to the knowledge of WebMD, no person or entity has entered into any Contract or option or any right or privilege (whether preemptive or contractual) capable of becoming a Contract or option for the purchase, subscription or issuance of any unissued shares, or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries WebMD. Prior to issue (whether upon conversionthe Effective Time, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) WebMD will authorize and file a designation authorizing at least 1,750,000 and up to 3,400,000 shares of Buyer Common Series B Preferred Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rights.Section 8.3

Capital Stock. As of November 30, 2024, the authorized capital stock of Buyer consisted solely of (a) 1,000,000 As of the date of this Agreement, the Company’s authorized stock consists of 150,000,000 Shares and 5,000,000 shares of preferred stock, $0.01 par value $0.10 per share, of which no shares are outstanding and share (b) 75,000,000 shares of Buyer Common the “Preferred Stock”), of which (i) 42,494,508 86,281,412 Shares were issued and outstanding (of which an aggregate of 379,828 are Company Restricted Shares); (ii) no shares are of Preferred Stock were issued and outstanding; (iii) 12,305,286 Shares were reserved for issuance under the Company’s stock option plans (consisting of 6,670,186 Shares reserved for issuance upon the exercise of Company Stock Options, 382,898 Shares reserved for issuance upon the vesting of Company RSUs and 5,252,202 Shares reserved for future grants); (iv) no Shares were held in treasury; and (v) 674,638 Shares were reserved for issuance under the ESPP. Except as set forth in the preceding sentence, the Company does not have any other shares of its capital stock or other equity interests issued, reserved for issuance or outstanding. Since the date of this Agreement, no Shares, Company Restricted Shares, shares of Preferred Stock, Company Stock Options or Company RSUs have been issued or granted (other than Shares issued in connection with the exercise of Company Stock Options or Company Equity Awards outstanding as of the date of this Agreement (including 77,882 shares in accordance with the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance terms thereof as of in effect on the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessableAgreement). All of the outstanding shares of capital stock of Buyer’s Subsidiaries Shares are duly authorized, validly issued, fully paidpaid and non-assessable, and nonassessable and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. The Shares are the only class of authorized stock of the Company entitled to vote in matters submitted stockholders. No Subsidiaries of the Company own any Shares or any other equity interests of the Company. (b) There are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, and are owned by Buyer agreements or another commitments to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any Subsidiary of Buyer free and clear of all security the Company or securities convertible into or exchangeable for such shares or equity interests, liens(B) grant, claimsextend or enter into any such subscription, pledgesoption, taking actionswarrant, agreementscall, limitations in Buyer’s voting rightsconvertible or exchangeable securities or other similar right, chargesagreement or arrangement relating to any equity interest, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (D) register any shares of capital stock or other encumbrances equity interests of the Company or of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests. (c) Section 4.3(c) of the Company Disclosure Schedule sets forth, as of the close of business on April 4, 2012, the following information: each Company Stock Option and each Company Equity Award outstanding and unexercised as of the date hereof, which list specifies (i) the name of the holder, (ii) the number of Shares subject to such equity interest, (iii) the exercise price of such Company Stock Option, (iv) the applicable vesting schedule and (v) the target number of Company Equity Awards. (d) Except for direct and indirect wholly-owned Subsidiaries, neither the Company nor any nature whatsoever. As of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement. (e) Except for awards to acquire Shares under the stock option plans referred to in subsection (d) above, there 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 stockholders of the Company on any matter. (f) There are no options, warrants, voting trusts or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, agreements or understandings to which Buyer the Company or any of its Subsidiaries is a party, whether or not in writing, of any character relating party with respect to the issued or unissued voting of the capital stock or other securities equity interests of Buyer the Company or any of Buyerits Subsidiaries. (g) The Shareholder Protection Rights Agreement, dated as of March 29, 2002, between the Company and Computershare Trust Company, N.A., as amended (the “Rights Agreement”) terminated and the associated rights distributed to the Company’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue shareholders (whether upon conversion, exchange, or otherwisethe “Rights”) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable expired pursuant to the Buyer Benefits Plans terms of the Rights Agreement on March 29, 2012, and the Rights Agreement has not been renewed. (iih) by virtue of this Agreement. The shares of Buyer Common Stock Prior to be issued pursuant to this Agreementthe Acceptance Time, when issued in accordance the Company shall enter into irrevocable agreements with the terms requisite number of this Agreementholders of equity interests to terminate the Key Stockholder Agreements, will which termination shall be duly authorized, validly issued, fully paidconditioned solely upon the occurrence of the Closing, and nonassessable the Company shall make available to Parent a complete and will not be subject correct copy of such agreements to preemptive rightsterminate the Key Stockholder Agreements.

Capital Stock. As Subject to the valid filing of November 30, 2024the Certificate of Designation with the Secretary of State of Delaware, the authorized capital stock of Buyer consisted solely the Company immediately following the Closing will consist of (a) 1,000,000 25,000,000 shares of Common Stock and 2,000,000 shares of preferred stock, $0.01 par value $.001 per shareshare ("PREFERRED STOCK"), of which no 300,000 shares are outstanding and (b) 75,000,000 designated as shares of Buyer Common the Company's Series A Preferred Stock, of which par value $.001 per share (i) 42,494,508 "SERIES A PREFERRED STOCK"), and 182,205 shares are outstanding designated as shares of the date of this Agreement Series B Preferred Stock. Immediately following the Closing, there will be (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (iia) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are 4,778,890 fully paid and non-assessable. All assessable shares of Common Stock duly issued and outstanding and additional shares of Common Stock duly authorized and reserved for issuance (including (i) 1,761,139 shares of Common Stock duly authorized and reserved for issuance upon conversion of the outstanding Series A Preferred Stock, (ii) 4,005,062 shares of Common Stock duly authorized and reserved for issuance upon conversion of the Series B Preferred Stock, (iii) 3,613,264 shares of Common Stock duly authorized and reserved for issuance upon exercise of those outstanding options and warrants (excluding employee and director stock options) set forth on SCHEDULE 3.2 - CAPITAL STOCK annexed hereto, (iv) 1,750,000 shares of Common Stock duly authorized and reserved for issuance pursuant to options granted or which may be granted under the Company's Second Amended and Restated 1992 Stock Option Plan and Second Amended and Restated 1993 Non-Employee Director Option Plan, (v) such number of shares of Common Stock as may be necessary, from time to time, for issuance to Medtronic, Inc. pursuant to that certain Investment Agreement, dated March 3, 1994, between the Company and Medtronic, Inc. and (vi) such number of shares of Common Stock as may be issued, from time to time, as dividends on the Preferred Stock; (b)260,000 fully paid and non-assessable shares of the Series A Preferred Stock duly issued and outstanding, registered to those holders of the Series A Preferred Stock set forth on SCHEDULE 3.2 - CAPITAL STOCK; and (c) 124,157 fully paid and non-assessable shares of the Series B Preferred Stock duly issued and outstanding, registered to the Investors as set forth on SCHEDULE 1. Upon the Closing, except as disclosed in this Section 3.2, no other capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer the Company will be outstanding or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, chargesauthorized or reserved for issuance. Except as disclosed on SCHEDULE 3.2 - CAPITAL STOCK, or other encumbrances of any nature whatsoever. As of the date of as otherwise provided for in or contemplated by this Agreement, there are no preemptive rights or rights of first refusal to purchase any shares of the Series B Preferred Stock. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and, assuming the accuracy of the representations and warranties set forth in Section 4, the offer, sale and issuance of the Series B Preferred Stock and the Warrants hereunder do not require registration under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or registration or qualification under any applicable state securities laws other than such registration or qualification which the Company has obtained as of the Closing and which is disclosed on SCHEDULE 3.2 - CAPITAL STOCK. Other than as set forth on SCHEDULE 3.2 - CAPITAL STOCK, there are no options, warrantswarrants or rights to purchase any Common Stock, the Company has not authorized the issuance of any Common Stock, and there is no instrument or security convertible into or exchangeable for, or other similar rightswhich entitles the holder thereof to purchase, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, any security of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsCompany.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Magna consists, as of the date of this Agreement, of (ai) 80,000,000 shares of Magna Common Stock, of which 32,649,181 shares were issued and outstanding as of February 20, 1998 and, excluding shares of Magna Common Stock issuable in connection with the transaction referenced in Section 8.17 of this Agreement and without taking into account any shares of Magna Common Stock repurchased by Magna prior to the Effective Time, not more than 35,257,887 shares will be issued and outstanding at the Effective Time, (ii) 1,000,000 shares of preferred stock, $0.01 par value per shareMagna Preferred Stock, of which no shares are outstanding issued and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) and no shares are held by Buyer Subsidiaries will be issued and outstanding as of the Effective Time, (iii) 11,667 49,500 shares of Magna Class B Preferred Stock, of which 1,981 shares are reserved for future issuance issued and outstanding as of the date of this Agreement pursuant to and not more than 1,981 shares will be issued and outstanding options granted under at the Buyer Benefit PlansEffective Time, and (iv) 1,000,000 shares of Magna Class C Preferred Stock, of which no shares are issued and outstanding as of the date of this Agreement and no shares will be issued and outstanding at the Effective Time. The All of the issued and outstanding shares of Buyer Common Magna Capital Stock have been are duly authorized and validly issued and outstanding and are fully paid and non-assessablenonassessable under the DGCL. All None of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations Magna Capital Stock has been issued in Buyer’s voting rights, charges, or other encumbrances violation of any nature whatsoever. As preemptive rights of the date current or past stockholders of Magna. (b) Except (i) as set forth in Section 5.3(a) of this Agreement, (ii) with respect to shares of Magna Common Stock issuable under the Magna Dividend Reinvestment Plan and the Magna Employee Stock Purchase Plan and 1,337,194 shares of Magna Common Stock subject to outstanding options under the Magna Stock Plans, (iii) as provided pursuant to the Stock Option Agreement or the Magna Rights Agreement, or (iv) pursuant to the 7% Convertible Subordinated Capital Notes and 8-3/4% Convertible Subordinated Debentures of Magna, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, shares of any character relating to the issued or unissued capital stock or other equity securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries Magna outstanding and no outstanding Rights relating to issue (whether upon conversion, exchange, or otherwise) or sell any share of the capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsMagna.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (ai) 64,000,000 Shares and (ii) 1,000,000 shares of preferred stock, $0.01 par value $0.001 per shareshare (the “Preferred Stock”). As of December 31, 2010, (A) 21,834,787 Shares (including the RSA’s set forth in clause (E), below) were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were free of preemptive rights, (B) no Shares were held in treasury, (C) no shares of Preferred Stock were outstanding, (D) an aggregate of 1,254,450 Shares were reserved for issuance pursuant to options (each, a “Company Stock Option”) to purchase Shares granted under the Company’s 2006 Equity Incentive Plan (the “2006 Plan”), (E) 78,326 Shares were subject to unvested restricted stock awards granted pursuant to the 2006 Plan (each such award, an “RSA”), (F) 23,500 Shares were subject to grants of restricted stock units (each such grant, an “RSU”) under the 2006 Stock Plan, (G) assuming total equity value of the Company is equal to the aggregate Merger Consideration, approximately 60,818 Shares were issuable upon exchange of 300,000 ▇▇▇▇▇▇ Network Systems, LLC (“HNS”) bonus units issued pursuant to the Amended and Restated HNS Bonus Unit Plan (each such bonus unit, an “HNS Bonus Unit”, and such plan, the “HNS Bonus Unit Plan”) and (H) assuming total equity value of the Company is equal to the aggregate Merger Consideration, approximately 695,176 Shares were issuable upon exchange of 3,280 class B units of HNS issued pursuant to restricted unit purchase agreements between HNS and each of the holders thereof (each such class B unit, an “HNS Class B Unit”). An annotated spreadsheet reflecting the method of calculation of the number of Shares for which HNS Bonus Units and HNS Class B Units are outstanding and exchangeable pursuant to their terms has been provided in the Data Room. (b) 75,000,000 shares The issued and outstanding equity of Buyer Common StockHNS as of December 31, 2010 consisted of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), 95,000 class A units and (ii) 3,280 class B units. There was no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance equity of HNS subject to or otherwise deliverable in connection with outstanding equity based awards as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit PlansDecember 31, 2010. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All Each of the outstanding shares equity securities of capital stock of Buyer’s Subsidiaries are HNS is duly authorized, validly issued, fully paidpaid and nonassessable, and nonassessable and not subject except for 3,280 HNS Class B Units, which will be exchanged for Shares immediately prior to preemptive rightsthe Effective Time, and are owned by Buyer or another Subsidiary of Buyer the Company free and clear of all liens, security interests, liens, claims, pledges, taking actions, agreementsagreements (other than licenses), limitations in Buyer’s voting rights, charges, charges or other encumbrances (collectively, “Liens”) of any nature whatsoever, other than Permitted Liens. (c) All the outstanding equity of each of the Company’s Significant Subsidiaries other than HNS is duly authorized, validly issued, fully paid and nonassessable and is owned by the Company free and clear of all Liens of any nature whatsoever, other than Permitted Liens. As Section 3.2(c) of the Company Disclosure Letter sets forth (i) a true and complete list of each Significant Subsidiary of the Company (other than HNS) and the type, class and number of all issued and outstanding securities evidencing ownership therein and (ii) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than (w) securities issued by ▇▇▇▇▇▇ Systique Corporation, (x) 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 of such company (y) securities with a fair market value as of the date hereof of less than $5 million individually, or $20 million in the aggregate. The Company does not own, directly or indirectly, any voting interest in any Person that would require an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) in connection with any of the transactions contemplated by this Agreement (d) Except as set forth above in this Section 3.2 or in Section 3.2(c) or Section 3.2(d) of the Company Disclosure Letter, as of the date of this Agreement, there are no (i) outstanding equity or other voting securities of the Company or any of its Significant Subsidiaries, (ii) outstanding securities issued by the Company or any of its Significant Subsidiaries convertible into or exchangeable for equity or voting securities of such entities, (iii) outstanding obligations of the Company or any of its Significant Subsidiaries to repurchase, redeem or Table of Contents otherwise acquire any equity or voting securities or securities convertible into or exchangeable for equity or voting securities of such entities or (iv) other options, calls, warrants, or other similar preemptive rights, convertible or exchangeable securities, “phantom stock” conversion rights, stock appreciation rights, stock based performance unitsredemption rights, or other rights, agreements, arrangements, commitments, arrangements or understandings to which Buyer is a party, whether or not in writing, commitments of any character relating that obligate the Company or any of its Significant Subsidiaries to the issued issue or unissued sell any shares of capital stock or other securities of Buyer the Company or any of Buyer’s its Significant Subsidiaries or obligating Buyer any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire or otherwise relate to, any issued or unissued securities of the Company or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s its Significant Subsidiaries, except for (i) shares and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued any Shares in accordance with the terms of this Agreementthe 2006 Plan, the HNS Bonus Unit Plan (collectively, the “Company Stock Plans”) or in exchange for HNS Class B Units, such Shares will be duly authorized, validly issued, fully paid, paid and nonassessable and will free and clear of any Liens. The Company does not have 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 on any matter. (e) Except as would not, individually or in the aggregate, have or reasonably be subject expected to preemptive rightshave a Material Adverse Effect, each Company Stock Option (A) was granted in compliance in all respects with all applicable Laws and consistent in all respects with the terms and conditions of the 2006 Plan, pursuant to which it was issued, (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 such grant, (C) has a grant date identical to the date on which the Company Board, compensation committee or chief executive officer actually awarded such Company Stock Option pursuant to the resolution or, in the case of any award by the chief executive officer, under authority properly delegated by the Company Board or compensation committee, as applicable, authorizing such award and (D) is reasonably expected to qualify for the tax and accounting treatment afforded to such Company Stock Option in the Company’s Tax Returns and the Company’s financial statements, respectively.

Capital Stock. As of November 30, 2024, the The authorized capital stock of Buyer consisted solely PubCo consists of (a) 1,000,000 100,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding PubCo Common Stock and (b) 75,000,000 10,000,000 shares of Buyer Common PubCo Preferred Stock (the “Preferred Stock”). As of the close of business on November 19, of which 2025 (the “Measurement Date”), (i) 42,494,508 6,270,540 shares of PubCo Common Stock (excluding treasury shares) are outstanding as issued and outstanding, all of which were validly issued, fully paid and nonassessable (which term means that no further sums are required to be paid by the date holders thereof in connection with the issue of this Agreement (including 77,882 shares in the form such shares) and are free of unvested performance based restricted stock awards without dividend or voting preemptive rights), (ii) no 3,573,130 shares of Series B Preferred Stock are held by Buyer Subsidiaries issued and outstanding which are convertible into 3,573,130 shares of PubCo Common Stock, (iii) 11,667 3,500,000 shares of PubCo Common Stock are reserved for future issuance as under stock options or other incentive rights granted by PubCo, (iv) 6,539,465 shares of PubCo Common Stock are reserved for issuance under warrants issued by the PubC, (v) 2,700 shares of Series C Preferred Stock are authorized and reserved for issuance pursuant to this Agreement (upon the filing of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding Series C Designation) and (vi) 2,700,000 shares of Buyer PubCo Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All reserved for issuance upon conversion of the Series C Preferred Stock. Except as listed above, PubCo does not have any outstanding warrants, bonds, debentures, notes or other obligations (or those that are convertible into, or exchangeable or exercisable for, PubCo Common Stock). Except as set forth above or in Section 4.05 of the PubCo Disclosure Letter, there are no outstanding (A) shares of capital stock or other voting securities or equity interests of PubCo or any of its Subsidiaries, (B) securities of PubCo or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Buyer’s PubCo or any of its Subsidiaries are duly authorizedor other voting securities or equity interests of PubCo or any of its Subsidiaries, validly issued, fully paid, and nonassessable and not subject to preemptive (C) stock appreciation rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting “phantom” stock rights, chargesperformance units, interests in or rights to the ownership or earnings of PubCo or any of its Subsidiaries or other encumbrances of any nature whatsoever. As of the date of this Agreementequity equivalent or equity-based awards or rights, there are no (D) subscriptions, options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangementscalls, commitments, Contracts or other rights to acquire from PubCo or any of its Subsidiaries, or obligations of PubCo or any of its Subsidiaries to issue, any shares of capital stock of PubCo or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of PubCo or any of its Subsidiaries or rights or interests described in the preceding clause (C), or (E) obligations of PubCo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Buyer PubCo or any of its Subsidiaries is a party, whether party or not in writing, of any character relating which PubCo has knowledge with respect to the issued holding, voting, registration, redemption, repurchase or unissued disposition of, or that restricts the transfer of, any capital stock or other voting securities or equity interests of Buyer PubCo or any of Buyer’s Subsidiaries or obligating Buyer or any its Subsidiaries. Except as set forth in Schedule 4.05 of Buyer’s Subsidiaries to issue (whether upon conversionthe PubCo Disclosure Letter, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans execution and (ii) by virtue performance of this Agreement. The shares Agreement and the Share Exchange contemplated herein, the issuance of Buyer the Exchanged Common Stock to be issued pursuant to this Agreement, when issued in accordance Shares and the Exchanged Preferred Shares will not violate or conflict with the terms and conditions of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable any warrants issued by the PubCo and will not be subject to preemptive rightstrigger any changes, amendments, or adjustments, including without limitation, any price adjustment, reset, anti-dilution or similar adjustment.

Capital Stock. As of November 30, 2024, the (i) The authorized capital stock of Buyer consisted solely of the Company consists of: (aA) 1,000,000 shares of preferred stock, $0.01 par value per share26,000,000 Common Shares; and (B) 13,052,351 Preferred Shares, of which no shares are outstanding 4,717,862 have been designated as Series Seed Preferred Shares and 8,334,489 have been designated as Series A Preferred Shares. (bii) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as As of the date of this Agreement Agreement: (A) there are 9,339,706 Common Shares issued and outstanding (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights3,818,751 Restricted Shares); (B) there are 13,052,351 Preferred Shares issued and outstanding, consisting of: (ii1) no shares are held by Buyer Subsidiaries 4,717,862 Series Seed Preferred Shares and (iii2) 11,667 shares are reserved for future issuance as of 8,334,489 Series A Preferred Shares; and (C) the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The Company has no other issued or outstanding shares of Buyer Common Capital Stock. All of the outstanding shares of Capital Stock have been duly authorized and validly issued and issued, are fully paid and non-assessableassessable and, other than as set forth in the Securityholders’ Agreements Made Available to Purchaser, are not subject to any preemptive rights. Other than as set forth in the Securityholders’ Agreements or Restricted Share Purchase Agreements, in each case Made Available to Purchaser, no shares of Capital Stock are subject to any right of repurchase, option or forfeiture provision or any restriction on transfer (other than restrictions on transfer imposed by virtue of applicable federal and state securities laws). All Restricted Share Purchase Agreements are set forth on Part 3.2(a)(ii) of the Disclosure Schedule and have been Made Available to Purchaser. (iii) No shares of Capital Stock are held as treasury stock or are owned by the Company or any other Acquired Company. There are no declared or accrued dividends remaining unpaid with respect to any shares of Capital Stock. Each Preferred Share is convertible into one Common Share. (iv) Part 3.2(a)(iv) of the Disclosure Schedule sets forth an accurate and complete list of the holders of all the issued and outstanding shares of capital stock Capital Stock, whether any such outstanding share of Buyer’s Subsidiaries are duly authorizedCapital Stock is a Restricted Share and the restrictions in effect as to each such Restricted Share, validly issuedthe address of each such holder and the class, fully paid, series and nonassessable and not subject to preemptive rights, and are number of shares of Capital Stock owned of record by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As each such holder. (v) Part 3.2(a)(v) of the date Disclosure Schedule sets forth an accurate and complete list of this Agreement, there are no options, warrants, or the holders of outstanding shares of Capital Stock and other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other equity securities of Buyer or any each Acquired Company (other than the Company) and the class, series and number of Buyer’s Subsidiaries or obligating Buyer or any such shares owned of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) record by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightseach such holder.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 60,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding Common Stock and (b) 75,000,000 2,000,000 shares of Buyer Common Preferred Stock. As of April 15, of which 2003, the Company had (i) 42,494,508 issued and outstanding (A) 19,865,573 shares are outstanding of Common Stock and (B) 281,131 shares of Existing Preferred Stock, which constitute as of such date all the date issued and outstanding shares of this Agreement (including 77,882 shares in capital stock of the form of unvested performance based restricted stock awards without dividend or voting rights), Company and (ii) no 5,659,000 shares are held by Buyer Subsidiaries and (iii) 11,667 shares are of Common Stock reserved for future issuance as in respect of the date options disclosed in Section 3.2(a) of this Agreement pursuant to outstanding options granted under the Buyer Benefit PlansDisclosure Schedule and the Old Warrants. The outstanding No shares of Buyer Common Stock or Preferred Stock have been issued since such date other than as a result of the exercise of options outstanding on such date. All shares of Common Stock and Existing Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessablenonassessable and were not issued in violation of any preemptive rights. All Attached to SECTION 3.2(a) OF THE DISCLOSURE SCHEDULE is a copy of a market position report for the Existing Preferred Stock prepared at the request of the outstanding Company by the Depository Trust Company and which sets forth a list as of a date within 5 business days of the date hereof of each record holder of shares of Existing Preferred Stock and the number of shares of Existing Preferred Stock such Person holds of record. Except as set forth in SECTION 3.2(a) OF THE DISCLOSURE SCHEDULE, there are no voting trusts, stockholders' agreements, proxies or other agreements or understandings in effect to which the Company is a party with respect to the voting or transfer of any of the Common Stock or the Existing Preferred Stock, except those contained in the Confidentiality Agreements and the other confidentiality agreements that contain standstill provisions substantially similar to the Confidentiality Agreements. Other than (x) as set forth in SECTION 3.2(a) OF THE DISCLOSURE SCHEDULE and (y) the Old Warrants, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments (whether or not contingent) relating to the capital stock of, or other equity interest in, the Company obligating the Company to issue, sell, transfer or otherwise dispose of or sell any shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, chargesof, or other encumbrances equity interest in, the Company. SECTION 3.2(a) OF THE DISCLOSURE SCHEDULE sets forth (i) the outstanding options and warrants to purchase Common Stock or to purchase other equity interests in the Company (and, in the case of equity interests other than Common Stock, identifies such equity interests), (ii) the respective exercise prices of such options and warrants and (iii) the holder of all such options. Except as set forth above, there are no outstanding (i) shares of capital stock or other voting securities of the Company, (ii) securities of the Company or any nature whatsoeverof its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) options or other rights to acquire from the Company or any of its Subsidiaries, and obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, or (iv) stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of similar character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (any of the foregoing referred to in CLAUSES (i) through (iv), collectively, "COMPANY SECURITIES"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except those contained in the terms of the Existing Preferred Stock. (b) As of the date of this Agreement, other than the Outstanding Indebtedness and Intercompany Indebtedness and except as set forth in SECTION 3.2(b) OF THE DISCLOSURE SCHEDULE, there are is no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, outstanding Indebtedness of any character relating to the issued or unissued capital stock or other securities of Buyer Company or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue its Subsidiaries. Except (whether upon conversion, exchangex) as set forth in SECTION 3.2(b) OF THE DISCLOSURE SCHEDULE, or otherwise(y) as contained in the Credit Agreement and Note Indenture, no Indebtedness of the Company or sell its Subsidiaries contains any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for restriction upon (i) shares the prepayment of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and such Indebtedness (other than Intercompany Indebtedness), (ii) the incurrence of Indebtedness by virtue the Company or its Subsidiaries, respectively, or (iii) the ability of this Agreementthe Company or its Subsidiaries to grant any Liens on its properties or assets. The aggregate principal amount of the outstanding Notes does not exceed $323 million, and there is no accrued but unpaid interest thereon other than interest accruing since the last regular interest payment date. (c) The shares of Buyer New Preferred Stock, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, and the shares of New Preferred Stock, shares of Common Stock to be issued pursuant to this Agreementand New Warrants, when issued and delivered in accordance with the Certificate of Designation Amendment, will have been duly and validly authorized and the shares of New Preferred Stock, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, the shares of New Preferred Stock and the shares of Common Stock, when issued and delivered in accordance with the Certificate of Designation Amendment, and the shares of Common Stock underlying the New Warrants, when issued and delivered in accordance with the terms of this Agreementthe New Warrants, will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to free of preemptive rightsrights and Liens other than (i) restrictions on transfer under applicable state and federal securities laws and (ii) restrictions on transfer contained in the Stockholders Agreement.

Capital Stock. As of November 30, 2024, the The authorized capital stock of Buyer consisted solely Parent consists of: (i) 140,000,000 shares of Parent Common Stock, par value $0.001 per share and (aii) 1,000,000 40,000,000 shares of preferred stock, $0.01 par value $0.001 per share, of which no 100,000 shares are outstanding have been designated as Series A Preferred Stock (the "PARENT SERIES A PREFERRED STOCK"), all of which will be reserved for issuance upon exercise of preferred stock purchase rights (the "PARENT RIGHTS") issuable pursuant to the Preferred Shares Rights Agreement dated as of October 23, 1996 by and between Parent and U.S. Stock Transfer Corporation (b) 75,000,000 the "PARENT RIGHTS AGREEMENT"), a true and complete copy of which is filed as Exhibit 1 to the Company's Registration Statement on Form 8-A filed with the Commission on October 31, 1996, and of which 15,000,000 shares of Buyer Common have been designated as Series B Preferred Stock (the "PARENT SERIES B PREFERRED STOCK," and together with the Parent Series A Preferred Stock, the "PARENT PREFERRED STOCK"). At the close of which business on April 22, 2003: (i) 42,494,508 65,722,922 shares are outstanding as of the date Parent Common Stock were issued and outstanding, excluding shares of this Agreement (including 77,882 shares Parent Common Stock held by Parent in the form of unvested performance based restricted stock awards without dividend or voting rights)its treasury, (ii) no 2,117,378 shares are of Parent Common Stock were issued and held by Buyer Subsidiaries and Parent in its treasury, (iii) 11,667 no shares are reserved for future issuance as of Parent Series A Preferred Stock were issued and outstanding and (iv) 3,562,238 shares of Parent Series B Preferred Stock were issued and outstanding, and on the date hereof there has been no change to the number of this Agreement shares of Parent Common Stock issued and outstanding set forth in clause (i) other than pursuant to outstanding options granted under the Buyer Benefit Plansexercise of Parent Options. The outstanding No shares of Buyer Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessableowned or held by any Subsidiary of Parent. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are Parent are, and all shares of capital stock of Parent which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized, authorized and validly issued, fully paid, paid and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rights.

Capital Stock. As Section 4.2 of November 30, 2024, the authorized AQSP Disclosure Letter completely and accurately sets forth the capital stock structure of Buyer consisted solely of (a) 1,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding AQSP as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)but not limited to, (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date hereof: (i) the number of this Agreement shares of AQSP Common Stock authorized, issued and outstanding; and (ii) the number of shares of AQSP Preferred Stock authorized, issued and outstanding, (iii) the number of shares of AQSP Common Stock reserved for issuance pursuant to outstanding options granted under the Buyer Benefit PlansAQSP Equity Awards). 1. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All Section 4.2(a) of the AQSP Disclosure Letter sets forth a complete and accurate list, as of the close of business on January 7, 2020, of all outstanding Equity Awards of AQSP, indicating with respect to each such Equity Award the name of the holder thereof, the number of shares and class of stock subject to such Equity Award, the exercise price (if applicable) and the date of grant. Other than as set forth on Section 4.2 of the AQSP Disclosure Letter, as of the date hereof, there are no outstanding (A) securities of AQSP or any of its Subsidiaries convertible into or exchangeable for AQSP Voting Debt or shares of capital stock of Buyer’s Subsidiaries are duly authorizedAQSP, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no (B) options, warrants, or other similar rightsagreements or commitments to acquire from AQSP or any of its Subsidiaries, or obligations of AQSP or any of its Subsidiaries to issue, any AQSP Voting Debt or shares of capital stock of (or securities convertible into or exchangeable securitiesfor shares of capital stock of) AQSP, “phantom stock” rightsor (C) restricted shares, restricted stock units, stock appreciation rights, stock based performance unitsshares, agreementsprofit participation rights, arrangementscontingent value rights, commitments“phantom” stock, or understandings to which Buyer is a party, whether similar securities or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchangerights that are derivative of, or otherwise) provide economic benefits based, directly or sell indirectly, on the value or price of, any share shares of capital stock ofof AQSP, in each case that have been issued by AQSP or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of AQSP, being referred to collectively as “AQSP Securities”). All outstanding shares of AQSP Common Stock, all outstanding AQSP Equity Awards, and all outstanding shares of capital stock, voting securities, or other equity ownership interests in any Subsidiary of AQSP, have been issued or other granted, as applicable, in compliance in all material respects with all applicable securities ofLaws and, Buyer or any of Buyer’s Subsidiarieswith respect to Equity Awards, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreementthe applicable equity plans and award agreements. 2. Other than as set forth on Section 4.2 of the AQSP Disclosure Letter, will be duly authorizedas of the date hereof, validly issuedthere are no outstanding Contracts requiring AQSP or any of its Subsidiaries to repurchase, fully paidredeem, and nonassessable and will not be subject or otherwise acquire any AQSP Securities or AQSP Subsidiary Securities. Neither AQSP nor any of its Subsidiaries is a party to preemptive rightsany voting agreement with respect to any AQSP Securities or AQSP Subsidiary Securities.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company and the issued and outstanding capital stock of (a) 1,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding the Company as of the date close of this Agreement (including 77,882 shares business on March 21, 2011 are set forth in the form of unvested performance based restricted stock awards without dividend or voting rights), (iiSection 3.2(a) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit PlansCompany Disclosure Letter. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All Each of the outstanding shares of capital stock or other equity interests of Buyer’s Subsidiaries are the Company (i) is, and each share of capital stock that may be issued pursuant to any Company Stock Option, Company Warrant, Stock Appreciation Right, Restricted Stock Unit or other equity award will be (when issued in accordance with the terms thereof), duly authorized, validly issued, fully paid, paid and nonassessable and (ii) were issued free of, and not subject to in violation of, any preemptive rights, . All shares and other equity interests of the Subsidiaries of the Company are owned by Buyer the Company or another wholly owned Subsidiary of Buyer the Company free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, mortgages or other encumbrances (collectively, “Liens”) of any nature whatsoever, except for Permitted Liens. (b) As of the close of business on March 21, 2011, there were (i) 105,911,293 Shares issued and outstanding (including 1,658,743 Restricted Shares) and (ii) no shares of preferred stock of the Company issued or outstanding and since the close of business on March 21, 2011 through the execution of this Agreement, no shares of capital stock have been issued other than Shares issued pursuant to the exercise or, if applicable, vesting of Company Equity Awards that were outstanding as of the close of business on March 21, 2011 and validly exercised in accordance with their terms as of such date. Except as set forth in Section 3.2 of the Company Disclosure Letter, as of the date of this Agreement, (A) there are not outstanding or authorized (1) securities of any Acquired Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (2) any options, calls, warrants or rights convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, (B) no Acquired Company has issued, sold or granted phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of the Company and, other than as set forth in Section 3.2(g) of the Company Disclosure Letter, there are no outstanding stock appreciation rights issued by any Acquired Company with respect to the capital stock of the Company (“Company Stock Equivalents”), (C) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the stockholders or other equity holders of the Company may vote (“Company Voting Debt”). As of the date of this Agreement, Agreement (1) there are no optionsoutstanding obligations of the Company to repurchase, warrantsredeem or otherwise acquire any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Acquired Company or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary, (2) there are no voting trusts or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, agreements or understandings to which Buyer any of the Acquired Companies or any of their respective officers and directors is a partyparty with respect to the voting of capital stock of any Acquired Company and (3) there are no pre-emptive rights, whether anti-dilution rights or not in writingother rights, rights agreements, stockholder rights plans, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock stock, voting securities or other securities of Buyer or any Acquired Company. (c) As of Buyer’s Subsidiaries or obligating Buyer or any the close of Buyer’s Subsidiaries business on March 21, 2011, 16,288,804 Shares were subject to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable issuance pursuant to outstanding Company Stock Options and no Company Stock Options have been issued or granted (and no additional Shares have become subject to any Company Stock Options) since the Buyer Benefits Plans and (ii) by virtue close of business on March 21, 2011 through the execution of this Agreement. The shares Section 3.2(c) of Buyer Common the Company Disclosure Letter sets forth the weighted average exercise price of the Company Stock Options outstanding as of March 21, 2011 and the following information with respect to be issued each Company Stock Option outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Company Stock Option was granted; (ii) the name of the holder of such Company Stock Option; (iii) the number of Shares subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the extent to which such Company Stock Option is vested and exercisable as of the date of this Agreement and the times and extent to which such Company Stock Option is scheduled to become vested and exercisable after the date of this Agreement; and (vii) the date on which such Company Stock Option expires. The exercise price of each Company Stock Option is equal to or greater than the fair market value of the Shares subject to such Company Stock Option (determined as of the date such Company Stock Option was granted). Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code, when issued if any, so qualifies. Each Company Stock Option may, by its terms, be treated at the Effective Time as set forth in accordance Section 2.1(d)(i) or Section 2.1(d)(ii), as applicable. (d) As of the date hereof, 700,000 Shares are subject to issuance pursuant to Company Warrants. Section 3.2(d) of the Company Disclosure Letter sets forth the following information with respect to each Company Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Company Warrant; (ii) the number of Shares subject to such Company Warrant; (iii) the exercise price of such Company Warrant; (iv) the date on which such Company Warrant was granted; (v) the extent to which such Company Warrant is vested and exercisable as of the date of this Agreement and the times and extent to which such Company Warrant is scheduled to become vested and exercisable after the date of this Agreement; (vi) the date on which such Company Warrant expires; and (vii) the type and amount of consideration which the holder of such Company Warrant will be entitled to receive pursuant to the terms of such Company Warrant at the Effective Time. The exercise price of each Company Warrant is equal to or greater than the fair market value of the Shares subject to such Company Warrant (determined as of the date such Company Warrant was granted). The Company has complied in all respects with the terms of the Company Warrants. All outstanding Company Warrants have been granted pursuant to the warrant agreements identified on Section 3.2(d) of the Company Disclosure Letter, accurate and complete copies of which have been provided to Parent prior to the date hereof. Each outstanding Company Warrant may, by its terms, be treated at the Effective Time as set forth in Section 2.1(e). (e) Section 3.2(e) of the Company Disclosure Letter sets forth the following information with respect to each Restricted Share outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Restricted Share was granted; (ii) the name of the holder of such Restricted Share; (iii) the number of Shares subject to such Restricted Share; (iv) the date on which such Restricted Share was granted; and (v) the dates on which such Restricted Share is scheduled to vest. Each outstanding Restricted Share may, by its terms, be treated at the Effective Time as set forth in Section 2.1(d)(iii). (f) As of the close of business on March 21, 2011, there were 1,885,467 Shares subject to issuance pursuant to outstanding Restricted Stock Units and no Restricted Stock Units have been issued, awarded or granted (and no additional Shares have become subject to any Restricted Stock Units) since the close of business on March 21, 2011 through the execution of this Agreement. Section 3.2(f) of the Company Disclosure Letter sets forth the following information with respect to each Restricted Stock Unit outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Restricted Stock Unit was granted; (ii) the name of the holder of such Restricted Stock Unit; (iii) the date on which such Restricted Stock Unit was granted; (iv) the dates on which such Restricted Stock Unit is scheduled to vest; and (v) the number of Shares subject to such Restricted Stock Unit. Each outstanding Restricted Stock Unit may, by its terms, be treated at the Effective Time as set forth in Section 2.1(d)(iv). (g) As of the close of business on March 21, 2011, there were 3,114,365 Shares subject to issuance pursuant to outstanding Stock Appreciation Rights and no Stock Appreciation Rights have been issued, awarded or granted (and no additional Shares have become subject to any Stock Appreciation Rights) since the close of business on March 21, 2011 through the execution of this Agreement. Section 3.2(g) of the Company Disclosure Letter sets forth the following information with respect to each Stock Appreciation Right outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Stock Appreciation Right was granted; (ii) the name of the holder of such Stock Appreciation Right; (iii) the date on which such Stock Appreciation Right was granted; and (v) the number of Shares subject to such Stock Appreciation Right. Each outstanding Stock Appreciation Right may, by its terms, be treated at the Effective Time as set forth in Section 2.1(d)(v) or Section 2.1(d)(vi), as applicable. (h) The Company has made available to Parent accurate and complete copies of all equity plans pursuant to which the Company has granted Company Stock Options, Restricted Shares, Restricted Stock Units or Stock Appreciation Rights and the forms of all award agreements evidencing such grants. There are no outstanding options or warrants to purchase Shares, restricted Shares or restricted stock units associated with Shares that were issued other than pursuant to any Company Equity Plan. All such options, warrants to purchase Shares, restricted Shares and restricted stock units associated with Shares as of the date hereof are set forth in Sections 3.2(c), (d), (e), (f) and (g) of the Company Disclosure Letter. (i) Section 3.2(i) of the Company Disclosure Letter sets forth, as of the date of this Agreement, will be duly authorizedthe principal amount and interest accrued on any indebtedness for borrowed money of the Company and its Subsidiaries (including any guarantee of any indebtedness of borrowed money of any Person). For the avoidance of doubt, validly issued“indebtedness for borrowed money” with respect to any Person shall only include the principal amount of money borrowed by such Person from a third party, fully paidplus interest accrued thereon, and, for the avoidance of doubt, shall not include (i) trade payables, capitalized lease obligations, or obligations issued or assumed as consideration for services or property, including without limitation inventory or (ii) indebtedness between any Person and nonassessable and will not be subject to preemptive rightsany of its wholly-owned Subsidiaries or between wholly-owned Subsidiaries of such Person.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 40,000,000 Shares and 1,000,000 shares of preferred stock, par value $0.01 par value per shareshare (the “Company Preferred Stock”). As of the close of business on July 11, of which no shares are outstanding and 2022 (b) 75,000,000 shares of Buyer Common Stockthe “Measurement Date”), of which (i) 42,494,508 shares 19,649,617 Shares (excluding treasury shares) were issued and outstanding, not including (A) 14,115 Company Restricted Stock Awards that vested on July 1, 2022 or (B) 80,085 unvested Company Restricted Stock Awards that are outstanding as of the date of this Agreement (granted but not yet issued or outstanding, but including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)71,996 Shares underlying Company Restricted Stock Awards, (ii) no shares are 295,615 Shares that were held by Buyer Subsidiaries and the Company in its treasury, (iii) 11,667 no shares are of Company Preferred Stock that were issued and outstanding and no shares of Company Preferred Stock were held by the Company in its treasury, and (iv) 1,210,491 Shares were reserved for future issuance as of the date of this Agreement pursuant to the Company Stock Plans (of which 633,487 Shares were subject to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Company Stock have been duly authorized Options, 14,115 Shares were subject to vested but not yet settled Company Restricted Stock Awards, and validly issued and are fully paid and non-assessable80,085 Shares were subject to unvested Company Restricted Stock Awards not yet issued). All of the outstanding shares of capital stock of Buyer’s Subsidiaries are the Company are, and all shares reserved for issuance will be, when issued, duly authorized, validly issued, fully paid, paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, and subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or is otherwise bound. No shares of capital stock of the Company are owned by Buyer or another any Subsidiary of Buyer the Company. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are 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 DGCL, certificate of incorporation or bylaws (or similar organizational documents) of such Subsidiary or any Contract to which such Subsidiary is a party or is otherwise bound. All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by the Company, free and clear of all security interestspledges, claims, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rightslicenses, charges, covenants not to ▇▇▇, options, rights of first refusal, encumbrances and security interests of any kind or nature whatsoever (including any limitation on voting, sale, transfer or other encumbrances disposition or exercise of any nature whatsoeverother attribute of ownership) (collectively, “Liens”), except for any Liens imposed by applicable securities Laws. As Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of the Company or such Subsidiary on any matter. Except as set forth above in this Section 4.2(a) or below in Section 4.2(b), and except for changes since the close of business on the Measurement Date resulting from the exercise of Company Stock Options or grants of Company Stock Awards on or after the date hereof in compliance with Section 6.1, there are no outstanding (A) shares of capital stock or other voting (b) Section 4.2(b) of the Company Disclosure Letter sets forth a true and complete list of all holders, as of the close of business on the Measurement Date, of outstanding Company Stock Options, Company Restricted Stock Awards, and other similar rights to purchase or receive Shares or similar rights granted under the Company Stock Plans or otherwise (collectively, “Company Stock Awards”), indicating as applicable, with respect to each Company Stock Award then outstanding, the type of award granted, the number of Shares subject to such Company Stock Award, the name of the plan under which such Company Stock Award was granted, the date of grant, exercise or purchase price, vesting schedule, payment schedule (if different from the vesting schedule), and expiration thereof, and whether (and to what extent) the vesting of such Company Stock Award will be accelerated or otherwise adjusted in any way or any other terms will be triggered or otherwise adjusted in any way by the consummation of the Offer, the Merger, and the other 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 Merger. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies and the exercise price of each other Company Stock Option is no less than the fair market value of a Share as determined on the date of grant of such Company Stock Option. The Company has made available to Parent true and complete copies of all Company Stock Plans and the forms of all stock option and restricted stock award agreements evidencing outstanding Company Stock Options and Company Restricted Stock Awards, respectively. All Company Stock Options and unvested Company Restricted Stock Awards can be involuntarily cancelled without the award holder’s consent upon the consummation of the Merger (including any options that have an exercise price equal to or greater than the Merger Consideration, and therefore with respect to which no payment will be made in connection with such cancellation). The Company has a number of Shares reserved for issuance equal to at least the number of Company Stock Awards outstanding and any equity or equity-based awards that may be issued by the Company pursuant to the Company Stock Plans following the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to Agreement and before the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable Closing Date pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement. All Company Stock Awards were granted in accordance with the Company Stock Plans, will be duly authorized, validly issued, fully paidall applicable Law, and nonassessable and will not be subject to preemptive rights.all applicable securities exchange rules. All Company Stock Awards

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 100,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 par value per shareshare (“Company Preferred Stock”). As of the close of business on January 31, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock2011, of which (i) 42,494,508 38,136,921 shares are of Company Common Stock were issued and outstanding as and no shares of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend Company Preferred Stock were issued or voting rights)outstanding or reserved for issuance, (ii) no 10,022 shares are of Company Common Stock were held by Buyer Subsidiaries and in treasury, (iii) 11,667 240,168 shares are of Company Common Stock were reserved for future issuance as under the Company’s 1997 Stock Option Plans (the “1997 Plan”), 240,168 of the date of this Agreement which were subject to outstanding Company Stock Options issued pursuant to outstanding options granted such plan, (iv) 953,429 shares of Company Common Stock were reserved for issuance under the Buyer Benefit Company’s 2003 Stock Option Plan (the “2003 Plan”), 953,370 of which were subject to outstanding Company Stock Options issued pursuant to such plan, and (iv) 2,000,000 shares of Company Common Stock were reserved for the issuance under the Company’s 2008 Stock Option Plan (the “2008 Plan”), 1,720,000 of which were subject to outstanding Company Stock Options issued pursuant to such plan. Collectively, under the 1997 Plan, the 2003 Plan and the 2008 Plan, the “Company Options Plans”), an aggregate of 3,193,597 shares were reserved for issuance, an aggregate of 2,913,538 of which were subject to outstanding Company Stock Options. The All outstanding shares of Buyer Company Common Stock have been duly authorized are, and validly issued and are fully paid and non-assessable. All of the outstanding all shares of capital stock of Buyer’s Subsidiaries are Company Common Stock reserved for issuance under the Company Option Plans when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paidpaid and non-assessable, free of any Liens other than Liens arising under applicable federal and nonassessable and state securities Laws, not subject to preemptive rightsany pre-emptive rights and issued in compliance with all Agreement and Plan of Merger applicable securities Laws. No shares of Company Common Stock or other Equity Interests or voting interests of the Company, and or any securities convertible into or exchangeable for shares of Company Common Stock or other Equity Interests or voting interests of the Company, are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As Subsidiaries of the Company. (b) Except as set forth in subsection (a) above or as permitted by Section 5.1(b) after the date hereof, (i) neither the Company nor any of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, its Subsidiaries has issued any shares of any character relating to the issued or unissued capital stock or other Equity Interests or voting interests or securities of Buyer convertible into or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of exchangeable for capital stock of, or other equity Equity Interests or voting interests in or other securities ofin, Buyer or any of Buyer’s Subsidiariesthe Company, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other Equity Interests or voting interests to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or other Equity Interests or voting interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares of capital stock, Equity Interests or voting stock, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities, exchangeable securities, or other similar right, agreement or arrangement, (C) redeem or otherwise acquire any such shares of capital stock, other Equity Interests or voting interests or (D) provide any funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. (c) 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. (d) There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or of which the Company is otherwise aware (i) with respect to the voting of, (ii) restricting the transfer of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) granting any preemptive or antidilutive right with respect to, any shares of the capital stock or other Equity Interest or voting interests of the Company or any of its Subsidiaries. (e) No holder of securities in the Company or any of its Subsidiaries has any right to have such securities registered by virtue the Company or any of this Agreementits Subsidiaries, as the case may be. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth a complete and correct list of (i) all outstanding Company Stock Options granted under the Company Option Plans, or otherwise, (ii) the holders thereof, (iii) the number of shares of Company Common Stock issuable thereunder or with respect thereto, (iv) the date of grant and (v) the exercise prices (if any) thereof. Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective by all necessary corporate action. The per share exercise price of each Company Stock Option was equal to or greater than the fair market value of a share of Company Common Stock on the Agreement and Plan of Merger applicable grant date. The Company has not granted, and there is no and has been no Company policy or intentional practice to grant, Company Stock Options prior to, or otherwise intentionally coordinate the grant of Company Stock Options with, the release of material information regarding the Company or its Subsidiaries. The Company Option Plans (and all amendments thereto), as previously provided to Parent, are complete and correct and are in full force and effect. (g) None of the Company or any of its Subsidiaries is a party to any “poison pill”, anti-takeover plan or other similar agreement or understanding relating to any shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with capital stock or other Equity Interests or voting interests of the terms Company or any of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsits Subsidiaries.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (ai) 1,000,000 1,500,000 shares of preferred stockClass A Common Stock, (ii) 28,200 shares of Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"), (iii) 2,500 shares of Class D Common Stock, (iv) 1,530,700 shares of Common Stock, par value $0.01 per shareshare (the "Undesignated Common Stock") and (v) 500,000 shares of Preferred Stock, par value $0.01 per share (the "Preferred Stock"). (b) As of which the date hereof, (i) 997,500 shares of Class A Common Stock are outstanding, (ii) 2,500 shares of Class D Common Stock are outstanding, (iii) no shares of Preferred Stock are outstanding and (biv) 75,000,000 no shares of Buyer Undesignated Common Stock, of which (i) 42,494,508 shares Stock or Class B Common Stock are outstanding as outstanding. As of the date hereof, all of this Agreement (including 77,882 the outstanding shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares Class A Common Stock are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as the Class A Stockholders in the respective amounts listed on Exhibit A hereto. As of the date hereof, all of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Class D Common Stock are held by the Class D Stockholders in the respective amounts listed on Exhibit A hereto. (c) As of the date hereof, warrants (the "Class B Warrants") to purchase 25,641 shares of Class B Common Stock are outstanding pursuant to a Warrant Agreement, dated as of January 17, 2003 (the "Warrant Agreement"), by and among the Company and the initial purchasers named therein (the "Class B Warrantholders"). As of the date hereof, all of the Class B Warrants are held by the Class B Warrantholders in the respective amounts listed on Exhibit A hereto. The exercise price of each Class B Warrant is listed on Exhibit A hereto. (d) As of the date hereof, options (the "Options") to purchase 113,486.8807 shares of Class A Stock are outstanding pursuant to stock option agreements (the "Option Agreements") entered into pursuant to the Company's 2003 Management Stock Incentive Plan (the "Company Option Plan"). As of the date hereof, all of the Options are held by the holders (the "Option Holders") in the respective amounts listed on Exhibit A hereto. The exercise price of each Option is listed on Exhibit A hereto. (e) Except for this Agreement, the Class B Warrants, the Options and as disclosed in Schedule 3.4(e), there are no agreements, warrants, puts, calls, rights, options or other commitments of any character to which the Company is a party relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any shares of capital stock of the Company or that provides for any stock appreciation or similar right. Except as set forth in Section 3.4, the Company does not have been any capital stock, equity securities or securities containing any equity features authorized, issued or outstanding. (f) All outstanding shares of Class A Common Stock and Class D Common Stock are duly authorized and validly issued and are fully paid and non-assessable. All nonassessable, free of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to any preemptive or subscription rights, and are owned by Buyer upon delivery to the Purchaser pursuant to Article II hereof, will be free of any preemptive or another Subsidiary of Buyer subscription rights and free and clear of all security interestsEncumbrances, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoeverthan those created by the Purchaser. As of the date of this Agreement, there There are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character unsatisfied preemptive rights relating to the issued or unissued capital stock or of the Company. (g) Except as set forth on Schedule 3.4(g), since its founding, the Company has not engaged in any business other securities than the ownership of Buyer or any all of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of the capital stock of, of MW Manufacturers Holding Corp. (h) No Person other than the record holders of the Shares are or other equity interests will be entitled to receive any payment from the Purchaser or the Company on account of any beneficial or similar interest any such Person may have had in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant Shares at any time prior to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsClosing.

Capital Stock. As of November June 30, 20242018, the authorized capital stock of Buyer consisted solely of (a) 1,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 27,581,171 shares are outstanding as of the date of this Agreement (including 77,882 48,647 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 59,500 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there There are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rights.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 82,520,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Company Common Stock, and 44,866,071 shares of which Company Preferred Stock. As of the close of business on August 12, 2025 (the “Company Measurement Date”), (i) 42,494,508 9,619,903 shares are outstanding as of the date of this Agreement Company Common Stock (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no 44,866,071 shares are held by Buyer Subsidiaries of Company Preferred Stock were issued and outstanding, (iii) 11,667 15,492,802 Company Options were issued and outstanding, (iv) 334,516 Company Warrants were issued and outstanding, and (v) no shares are reserved for future issuance of Company Capital Stock were held by the Company in its treasury. Except as set forth above in this Section 4.2(a) or 4.2(b) of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the Company Disclosure Letter, all outstanding shares of capital stock of Buyer’s Subsidiaries the Company are duly authorized, validly issued, fully paid, paid and nonassessable and not subject to any preemptive rights. Except as set forth above in this Section 4.2(a) and 4.2(b) of the Company Disclosure Letter, the Company does not have any outstanding bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth above in this Section 4.2(a) and are owned by Buyer Section 4.2(a) and 4.2(b) of the Company Disclosure Letter and except for changes since the close of business on the Company Measurement Date resulting from the exercise of any options or another Subsidiary warrants as described above, as of Buyer free and clear the Company Measurement Date, the Company does not have any outstanding (A) shares of all security interestscapital stock or other voting securities or equity interests of the Company, liens(B) securities of the Company convertible into or exchangeable or exercisable for shares of capital stock of the Company or other voting securities or equity interests of the Company, claims, pledges, taking actions, agreements, limitations in Buyer’s voting (C) stock appreciation rights, charges“phantom” stock rights, performance units, interests in or rights to the ownership or earnings of the Company or other equity equivalent or equity-based awards or rights, (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from the Company, or other encumbrances of any nature whatsoever. As obligations of the date Company to issue, any shares of this Agreementcapital stock of the Company, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of the Company or rights or interests described in the preceding clause (C), or (E) obligations of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. Except as set forth in Section 4.2(a) of the Company Disclosure Letter, there are no optionsstockholder agreements, warrants, voting trusts or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, agreements or understandings to which Buyer the Company is a party, whether party or not in writing, of any character relating which the Company has knowledge with respect to the issued holding, voting, registration, redemption, repurchase or unissued disposition of, or that restricts the transfer of, any capital stock or other voting securities or equity interests of Buyer the Company. (b) Section 4.2(b) of the Company Disclosure Letter sets forth a true and complete list of all holders, as of the Company Measurement Date, of outstanding Company Options and other similar rights to purchase or any receive shares of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchangeCompany Capital Stock under the Company Equity Incentive Plans, or otherwise, and Company Warrants (collectively, “Company Stock Awards”), indicating as applicable, with respect to each Company Stock Award then outstanding, the type of award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the name of the agreement under which such Company Stock Award was granted, the date of grant, exercise or purchase price, vesting schedule, payment schedule (if different from the vesting schedule) and expiration thereof, the vesting status, whether the Company Stock Award is a non-statutory stock option or sell qualifies as an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), whether an 83(b) election was timely filed, and whether (and to what extent) the vesting of such Company Stock Award will be accelerated or otherwise adjusted in any share of capital stock of, or other equity interests in or other securities of, Buyer way or any other terms will be triggered or otherwise adjusted in any way by the consummation of Buyer’s Subsidiariesthe Merger and the other 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 Merger. The Company has made available to Parent true and complete copies of all the forms of all award agreements evidencing outstanding Company Stock Awards. The Company does not sponsor, except for (i) maintain or administer any employee or director stock option, stock purchase or equity compensation plan or arrangement other than the ones issued under the Company Equity Incentive Plans. The Company is not under any obligation to issue shares of Buyer Common Company Capital Stock issuable pursuant to any employee or director stock option, stock purchase or equity compensation plan or arrangement other than the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be ones issued pursuant to this Agreement, when issued in accordance with under the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsCompany Equity Incentive Plans.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely WiderThan consists of (ai) 1,000,000 18,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer WiderThan Common Stock, of which (i) 42,494,508 10,000,000 shares are issued and outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The 5,000,000 shares of Buyer Common WiderThan preferred stock, of which 1,428,570 shares of Series A Preferred Stock are issued and outstanding. Except as set forth in Section 7.3(a) of the WiderThan Disclosure Memorandum, all of the issued and outstanding shares of WiderThan capital stock are, and all of the shares of WiderThan Stock to be issued pursuant to this Agreementin connection with the Stock Purchase, when issued in accordance with the terms of this Agreement, will be be, duly authorized, and validly issued, issued and outstanding and fully paidpaid and nonassessable under the Korean Commercial Code. None of the outstanding shares of WiderThan capital stock has been, and nonassessable none of the shares of WiderThan Stock to be issued in exchange for shares of Ztango Stock upon consummation of the Acquisition Transactions will be, issued in violation of any preemptive rights of the current or past shareholders of WiderThan. (b) Except as set forth in Section 7.3(a), or as disclosed in Section 7.3(b) of the WiderThan Disclosure Memorandum, there are no shares of capital stock or other equity securities of WiderThan outstanding and will not no outstanding Equity Rights relating to the capital stock of WiderThan. Except as specifically contemplated by this Agreement, or as disclosed in Section 7.3(b) of the WiderThan Disclosure Memorandum, no Person has any Contract or any right or privilege (whether pre-emptive or contractual) by reason of which such Person shall have (irrespective of the reason) the right for the purchase, subscription or issuance of any securities of WiderThan, whether now or in the future. (c) As of the date hereof, WiderThan has authorized at least the number of shares of WiderThan Common Stock issuable upon conversion or exercise of any portion of the "virtual stock options" to be subject issued to preemptive rightsZtango employees in accordance with Sections 3.4(a), 3.4(c), and 11.3(i) hereof.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Parent consists of (a) 1,000,000 36,000,000 shares of Parent Common Stock and 75,000,000 shares of preferred stock, $0.01 par value $0.001 per share, of which no shares are outstanding and Parent (b) 75,000,000 shares the “Parent Preferred Stock”). As of Buyer Common Stockthe close of business on August 12, of which 2025 (the “Measurement Date”), (i) 42,494,508 15,373,266 shares of Parent Common Stock (excluding treasury shares) were issued and outstanding, all of which were validly issued, fully paid and nonassessable (which term means that no further sums are outstanding as required to be paid by the holders thereof in connection with the issue of the date such shares) and were free of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting preemptive rights), (ii) no shares are of Parent Common Stock were held by Buyer Subsidiaries and in treasury, (iii) 11,667 an aggregate of 1,186 shares are reserved of Parent Common Stock were subject to the exercise of outstanding options to purchase shares of Parent Common Stock issued pursuant to the Parent Equity Plans (the “Parent Options”), (iv) an aggregate of 5,657,445 shares of Parent Common Stock were subject to the exercise of outstanding warrants to purchase shares of Parent Common Stock; (v) no shares of Parent Preferred Stock were issued and outstanding or held in treasury, and (vi) an aggregate of 83,279 shares of restricted stock or restricted stock units of Parent outstanding that were issued pursuant to the Parent Equity Plans. As of the close of business on the Measurement Date, except as set forth on Section 5.2(a) to the Parent Disclosure Letter, Parent does not have any outstanding bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of Parent on any matter. Except as set forth above in this Section 5.2(a) and except for future issuance changes since the close of business on the Measurement Date resulting from the exercise of any options as described above, as of the date of this Agreement pursuant to Measurement Date, there are no outstanding options granted under the Buyer Benefit Plans. The outstanding (A) shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All capital stock or other voting securities or equity interests of the outstanding Parent, (B) securities of Parent convertible into or exchangeable or exercisable for shares of capital stock of Buyer’s Subsidiaries are duly authorizedParent or other voting securities or equity interests of Parent, validly issued, fully paid, and nonassessable and not subject to preemptive (C) stock appreciation rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting “phantom” stock rights, chargesperformance units, interests in or rights to the ownership or earnings of Parent or other encumbrances of any nature whatsoever. As of the date of this Agreementequity equivalent or equity-based awards or rights, there are no (D) subscriptions, options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangementscalls, commitments, Contracts or other rights to acquire from Parent, or obligations of Parent to issue, any shares of capital stock of Parent, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Parent or rights or interests described in the preceding clause (C), or (E) obligations of Parent to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Buyer Parent is a party, whether party or not in writing, of any character relating which Parent has knowledge with respect to the issued holding, voting, registration, redemption, repurchase or unissued disposition of, or that restricts the transfer of, any capital stock or other voting securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities ofof Parent. (b) Section 5.2(b) of the Parent Disclosure Letter sets forth a correct and complete list of all outstanding Parent Options as of the Measurement Date, Buyer or any of Buyer’s Subsidiariesincluding, except for with respect to each Parent Option: (i) shares the name of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and holder, (ii) number of shares of Parent Common Stock subject to each Parent Option, (iii) the number of such shares that are vested or unvested, (iv) the grant date, (v) the vesting commencement date, (vi) the vesting schedule (and the terms of any acceleration thereof), (vii) the exercise price per share, (viii) whether such Parent Option was designated an “incentive stock option” under Section 422 of the Code, (ix) the post-termination exercise period, and (x) whether such Parent Option was granted with an “early exercise” right in favor of the holder. (c) The authorized capital stock of Intermediate Parent consists of 1,000 shares of common stock, par value $0.001 per share, of which 1,000 shares are issued and outstanding, all of which shares are beneficially owned by virtue Parent. (d) The authorized capital stock of this Agreement. Intermediate consists of 1,000 shares of common stock, par value $0.001 per share, of which 1,000 shares are issued and outstanding, all of which shares are beneficially owned by Intermediate Parent. (e) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.001 per share, of which 1,000 shares are issued and outstanding, all of which shares are beneficially owned by Intermediate. (f) The shares of Buyer Parent Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, Merger will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to any preemptive rights.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 60,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $0.01 par value $0.0001 per shareshare (“Company Preferred Stock”). As of November 1, of which no shares are outstanding and 2007 (b) 75,000,000 shares of Buyer Common Stockthe “Measurement Date”), of which (i) 42,494,508 38,828,806 shares are of Company Common Stock (excluding treasury shares) were issued and outstanding as (which number includes no shares of Company Common Stock subject to transfer restrictions or subject to forfeiture back to the date of this Agreement (including 77,882 shares in Company or repurchase by the form of unvested performance based restricted stock awards without dividend or voting rightsCompany), (ii) no shares are of Company Common Stock were held by Buyer Subsidiaries and in treasury, (iii) 11,667 11,105,574 shares are of Company Common Stock were reserved for future issuance as under the employee and director stock option, stock purchase or equity compensation plans, arrangements or agreements of the date Company (the “Company Stock Plans”) of this Agreement pursuant which 6,261,001 were subject to outstanding options granted under the Buyer Benefit PlansCompany Stock Options and 401,200 were subject to outstanding Restricted Stock Units, and (iv) no shares of Company Preferred Stock were issued or outstanding or held as treasury shares. The All outstanding shares of Buyer Company Common Stock, and all shares of Company Common Stock have been duly authorized and validly reserved for issuance as noted in clause (iii), when issued and in accordance with the respective terms thereof, are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are or will be duly authorized, validly issued, fully paid, paid and nonassessable and free of pre-emptive or similar rights. (b) Except as set forth in subsection (a) above, (i) the Company does not subject to preemptive have any shares of its capital stock or other voting securities issued or outstanding other than shares of Company Common Stock that have become outstanding after the Measurement Date, but were reserved for issuance under outstanding Company Stock Options and Restricted Stock Units as set forth in subsection (a) above, and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, and are owned by Buyer agreements or another commitments relating to the issuance of capital stock or voting securities to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any Subsidiary of Buyer free and clear of all security the Company or securities convertible into or exchangeable for such shares or equity interests, liens(B) grant, claimsextend or enter into any such subscription, pledgesoption, taking actionswarrant, agreementscall, limitations in Buyer’s voting rightsconvertible securities or other similar right, chargesagreement or arrangement, (C) redeem or otherwise acquire, or vote or dispose of, any such shares of capital stock or other encumbrances equity interests, or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. (c) Section 3.2 of the Company Disclosure Schedule lists as of the Measurement Date, (i) each outstanding Company Stock Option, (ii) each Restricted Stock Unit, and (iii) each other right of any nature whatsoeverkind, contingent or accrued, to receive shares of Company Common Stock or benefits measured in whole or in part by the value of a number of shares of Company Common Stock granted under the Company Stock Plans, Company Benefit Plans or otherwise (“Other Incentive Awards”), and, with respect to each of items (i) through (iii) above, the number of Shares issuable thereunder or with respect thereto, the vesting schedule, the expiration date and the exercise price (if any) thereof, as applicable. As From the close of business on the Measurement Date until the date of this Agreement, there except for Shares issued pursuant to the exercise of Company Stock Options outstanding on the Measurement Date in accordance with their terms, no options to purchase shares of Company Common Stock or Company Preferred Stock have been granted, no Restricted Stock Units have been granted, no Other Incentive Awards have been granted and no shares of Company Common Stock or Company Preferred Stock have been issued. Except for awards to acquire or receive shares of Company Common Stock under any equity incentive plan of the Company and its Subsidiaries, 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 stockholders of the Company on any matter. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies and the exercise price of each of such Company Stock Option is no less than the fair market value of a Share as determined on the date of grant of such Company Stock Option. (d) There are no options, warrants, voting trusts or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, agreements or understandings to which Buyer the Company or any of its Subsidiaries is a party, whether or not in writing, of any character relating party with respect to the issued voting or unissued disposition of the capital stock or other securities equity interest of Buyer the Company or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue its Subsidiaries. (whether upon conversion, exchange, or otherwisee) or sell any share All the outstanding shares of capital stock of, or other equity interests in or other securities ofin, Buyer or any each Subsidiary of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be Company are duly authorized, validly issued, fully paidpaid and nonassessable, and nonassessable were not issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights. All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are owned by the Company free and will not be subject to preemptive rightsclear of all Liens or any other restrictions.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 200,000,000 shares of preferred stockCompany Common Stock and 20,000,000 shares of Preferred Stock, $0.01 par value per sharevalue, (the “Company Preferred Stock”). As of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common StockJanuary 5, of which 2012, (i) 42,494,508 61,596,405 shares are of Company Common Stock were issued and outstanding as of the date of this Agreement (including 77,882 shares in the form of 2,815,244 unvested performance based restricted stock awards without dividend or voting rightsRestricted Shares), (ii) no shares are of Company Common Stock were held by Buyer Subsidiaries and in treasury, (iii) 11,667 3,677,400 shares are of Company Common Stock were reserved for future issuance under the Company’s 2000 Stock Incentive Plan and Amended and Restated 2005 Stock Incentive Plan (together, the “Company Stock Plans”) and the Company’s 2008 Employee Stock Purchase Plan (the “ESPP”), of which 846,055 shares were subject to options granted pursuant to such plans and outstanding as of the date January 5, 2012 and (iv) no shares of this Agreement pursuant to outstanding options granted under the Buyer Benefit PlansCompany Preferred Stock were issued or outstanding. The All outstanding shares of Buyer Company Common Stock, and all shares of Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations reserved for issuance as noted in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue clause (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementiii), when issued in accordance with the respective terms of this Agreementthereof, are or will be duly authorized, validly issued, fully paidpaid and non-assessable and free of pre-emptive rights and issued in compliance with all applicable securities Laws. (b) Except as set forth in subsection (a) above, as of the date hereof, (i) the Company does not have any shares of its capital stock issued or outstanding other than shares of Company Common Stock that have become outstanding after January 5, 2012, upon exercise of Company Stock Options, and nonassessable (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. (c) Except for awards to acquire shares of Company Common Stock granted under the Company Stock Plans outstanding on the date hereof, 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 stockholders of the Company on any matter. (d) There are no stockholder agreements, 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. (e) Section 3.2(e) of the Company Disclosure Schedule sets forth a complete and will correct list of each “significant subsidiary” of the Company as such term is defined in Regulation S-X promulgated by the SEC (each, a “Significant Subsidiary”). Section 3.2(e) of the Company Disclosure Schedule also sets forth the jurisdiction of organization and percentage of outstanding equity interests (including partnership interests and limited liability company interests) of each Significant Subsidiary. All equity interests (including partnership interests and limited liability company interests) of the Company’s Subsidiaries held by the Company or any other Subsidiary have been duly and validly authorized and are validly issued, fully paid and non-assessable and were not be subject issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights. All such equity interests are free and clear of any Liens or any other limitations or restrictions on such equity interests (including any limitation or restriction on the right to preemptive rightsvote, pledge or sell or otherwise dispose of such equity interests).

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Parent consists of (a) 1,000,000 10,000,000 shares of preferred stock, par value $0.01 par value per shareshare (“Parent Preferred Stock”), of which no shares are outstanding and (b) 75,000,000 100,000,000 shares of Buyer Parent Common Stock. As of the Specified Time, of which (i) 42,494,508 45,738,607 shares are of Parent Common Stock were issued and outstanding as of the date of this Agreement (including 77,882 no restricted shares in the form of unvested performance based restricted stock awards without dividend or voting rightsParent Common Stock (“Parent Restricted Shares”)), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as all of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are which were duly authorized, validly issued, fully paid, paid and nonassessable and not subject to free of preemptive rights, (ii) no shares of Parent Preferred Stock were issued or outstanding and (iii) no shares of Parent Preferred Stock or Parent Common Stock were held by Parent as treasury shares. (b) As of the Specified Time, Parent had no shares of Parent Common Stock or shares of Parent Preferred Stock reserved for issuance, except for (i) 1,194,858 shares of Parent Common Stock available for future grants pursuant to the Parent Stock Plans, (ii) 86,222 shares of Parent Common Stock subject to outstanding Parent Stock Options (ii) 565,017 shares of Parent Common Stock subject to outstanding Parent Restricted Stock Units (provided that, with respect to any Parent Restricted Stock Units that are owned by Buyer or another Subsidiary subject to performance-based vesting conditions, such shares are measured at the maximum level of Buyer free performance) and clear (iii) no shares of Parent Common Stock reserved for issuance pursuant to the Parent ESPPs. Parent has made available to the Company true, correct and complete copies of all security interestsequity plans pursuant to which Parent has granted Parent Restricted Shares, liensParent Restricted Stock Units and Parent Stock Options (collectively, claims“Parent Stock Awards”) and the forms of all award agreements evidencing such grants. (c) As of the date of this Agreement, pledges, taking actions, except for the Parent Stock Awards referred to in Section 4.2(b) and the related award agreements, limitations in Buyer’s there are no outstanding or existing (i) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent (other than such Parent Stock Awards); (ii) options, calls, warrants, pre-emptive rights, chargesanti-dilution rights or other rights, rights agreements, shareholder rights plans or other agreements, arrangements or commitments of any character (other than publicly traded options listed on a national exchange) relating to the issued or unissued capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent (other than such Parent Stock Awards); (iii) obligations of Parent to repurchase, redeem or otherwise acquire any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary; (iv) phantom stock, restricted stock units or other encumbrances contractual rights the value of which is determined in whole or in part by reference to the value of any nature whatsoever. capital stock of Parent and there are no outstanding stock appreciation rights issued by Parent with respect to the capital stock of Parent; (v) voting trusts or other agreements or understandings to which Parent or, to the knowledge of Parent, any of its officers or directors is a party with respect to the voting of capital stock of Parent; or (vi) bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matter on which the stockholders or other equity holders of Parent may vote. (d) Since the Specified Time to the execution of this Agreement, Parent has not issued, granted, delivered, sold, pledged, disposed of or encumbered any shares of its capital stock, except in connection with the shares of Parent Common Stock subject to Parent Stock Awards outstanding as of the Specified Time in accordance with the terms of such instruments. (e) As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings accrued and unpaid dividends with respect to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) outstanding shares of Buyer Parent Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsStock.

Capital Stock. As of November 30, 2024, the authorized capital stock of Buyer consisted solely of (a) 1,000,000 The authorized stock of the Company ------------- consists of 30,000,000 shares of Company Common Stock and 30,000 shares of preferred stock, $0.01 par value $1.00 per shareshare ("Company Preferred Stock"). As of ----------------------- September 14, 1999, 10,315,785 shares of Company Common Stock were issued, of which no 1,063,041 shares are outstanding were held in the treasury of the Company, and a total of 1,555,828 shares were reserved for issuance under the Company Long Term Incentive Plan, the Company's Directors Stock Incentive Plan and the 1997 Associates Stock Incentive Plan (b) 75,000,000 "Company Option Plans"). Thirty thousand -------------------- shares of Buyer Common Company Preferred Stock are designated Series A Junior Participating Cumulative Preferred Stock ("Company Junior Participating Preferred Stock"), -------------------------------------------- none of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)hereof, (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance in accordance with the Rights Agreement dated as of November 18, 1996 by and between the date of this Agreement Company and ChaseMellon Shareholder Services, L.L.C, as Rights Agent (the "Company Rights Plan"), pursuant to outstanding options granted under which the Buyer Benefit PlansCompany has ------------------- issued rights (the "Company Stockholder Rights") to purchase shares of Company -------------------------- Junior Participating Preferred Stock. The All of the issued and outstanding shares of Buyer Company Common Stock have been duly authorized are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, validly issued and are fully paid and non-non- assessable. All Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paidthe Company or any of its Subsidiaries, and nonassessable there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments obligating the Company to issue any shares of its stock, or to pay to any Person any amount based upon or derived from a formula utilizing its stock price or performance, other than: (i) the Company Stockholder Rights; (ii) options to acquire a total of 1,011,861 shares of Company Common Stock as of September 14, 1999 pursuant to the Company's Option Plans, which options are completely and accurately listed by optionee, price per share, date of grant and number of shares covered thereby on Section 3.2(a) of the Company Disclosure Schedule; (iii) restricted stock awards (as to which the restrictions have not subject lapsed) relating to preemptive rightsa total of 44,895 shares of Company Common Stock pursuant to the Company's Option Plan and the Company's Directors Stock Incentive Plan, which awards are completely and accurately listed by grantee, date of grant and number of shares covered thereby in Section 3.2(a) of the Company Disclosure Schedule; and (iv) phantom stock" units equivalent to a total of 78,882.4 shares of Company Common Stock awarded through August 31, 1999 (the most recent withholding date) pursuant to the Guarantee Mutual Life Company Amended and Restated Phantom Stock Plan, the Guarantee Life Insurance Company Deferred Compensation Plan and the Guarantee Life Insurance Company Board of Directors Deferred Compensation Plan, which units are completely and accurately listed by grantee and number of shares covered thereby on Section 3.2(a) of the Company Disclosure Schedule, it being understood that the actual number of such units to be awarded pursuant to such Plans will reflect deferrals, under such Plans as in effect at August 31, 1999, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interestsdividends paid on the Company Common Stock, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. through the Effective Time. (b) As of the date of this Agreement, there are no optionsbonds, warrantsdebentures, notes or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings indebtedness of the Company having the right to vote on any matters on which Buyer is a party, whether or not in writing, of any character relating to the stockholders may vote are issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsoutstanding.

Capital Stock. As of November 30, 2024, the The authorized capital stock of Buyer consisted solely PubCo consists of (a) 1,000,000 1,000,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding PubCo Common Stock and (b) 75,000,000 10,000,000 shares of Buyer Common PubCo Preferred Stock (the “Preferred Stock”). As of the close of business on March 3, of which 2026 (the “Measurement Date”), (i) 42,494,508 ____________ shares of PubCo Common Stock (excluding treasury shares) are outstanding as issued and outstanding, all of which were validly issued, fully paid and nonassessable (which term means that no further sums are required to be paid by the date holders thereof in connection with the issue of this Agreement (including 77,882 shares in the form such shares) and are free of unvested performance based restricted stock awards without dividend or voting preemptive rights), (ii) no _________ shares of PubCo Common Stock are held reserved for issuance under publicly traded warrants issued by Buyer Subsidiaries and the PubCo, (iii) 11,667 _______________ shares of PubCo Common Stock are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding private warrants issued by PubCo in connection with its February 2026 private placement and (iv) 50,000 shares of Buyer Common Series C Preferred Stock have been duly are authorized and validly none are issued and outstanding. Except as listed above, PubCo does not have any outstanding warrants, bonds, debentures, notes or other obligations (or those that are fully paid and non-assessableconvertible into, or exchangeable or exercisable for, PubCo Common Stock). All Except as set forth above or in the PubCo Disclosure Letter, there are no outstanding (A) shares of the outstanding capital stock or other voting securities or equity interests of PubCo or any of its Subsidiaries, (B) securities of PubCo or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Buyer’s PubCo or any of its Subsidiaries are duly authorizedor other voting securities or equity interests of PubCo or any of its Subsidiaries, validly issued, fully paid, and nonassessable and not subject to preemptive (C) stock appreciation rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting “phantom” stock rights, chargesperformance units, interests in or rights to the ownership or earnings of PubCo or any of its Subsidiaries or other encumbrances of any nature whatsoever. As of the date of this Agreementequity equivalent or equity-based awards or rights, there are no (D) subscriptions, options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangementscalls, commitments, Contracts or other rights to acquire from PubCo or any of its Subsidiaries, or obligations of PubCo or any of its Subsidiaries to issue, any shares of capital stock of PubCo or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of PubCo or any of its Subsidiaries or rights or interests described in the preceding clause (C), or (E) obligations of PubCo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Buyer PubCo or any of its Subsidiaries is a party, whether party or not in writing, of any character relating which PubCo has knowledge with respect to the issued holding, voting, registration, redemption, repurchase or unissued disposition of, or that restricts the transfer of, any capital stock or other voting securities or equity interests of Buyer PubCo or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversionits Subsidiaries. Except as set forth in the PubCo Disclosure Letter, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans execution and (ii) by virtue performance of this Agreement. The shares Agreement and the Share Exchange contemplated herein, the issuance of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance the Merger Consideration Shares will not violate or conflict with the terms and conditions of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable any warrants issued by the PubCo and will not be subject to preemptive rightstrigger any changes, amendments, or adjustments, including without limitation, any price adjustment, reset, anti-dilution or similar adjustment.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted the Company consists solely of (a) 1,000,000 4,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding Class A stock and (b) 75,000,000 1,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoeverClass B stock. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) 100 shares of Buyer Common Stock issuable pursuant to Class A stock were issued and outstanding and no shares of Class A stock were held in the Buyer Benefits Plans treasury of the Company, and (ii) by virtue 100 shares of this AgreementClass B stock were issued and outstanding and no shares of Class B stock were held in the treasury of the Company. The shares of Buyer Common Stock Class A stock and Class B stock are held by the Sellers in the respective amounts set forth opposite their names in Section 2.03(a) of the Disclosure Schedule. All of ------------------------------------------ the issued and (i) Options obligating the Company or any of its Subsidiaries to be issued pursuant issue or sell any shares of capital stock of the Company or any Subsidiary of the Company or to this Agreementgrant, when issued extend or enter into any Option with respect thereto or (ii) voting trusts, proxies or other commitments, understandings, restrictions or arrangements in accordance favor of any person other than the Company or a Subsidiary wholly owned, directly or indirectly, by the Company with respect to the terms voting of this Agreementor the right to participate in dividends or other earnings on any capital stock of any Subsidiary of the Company. (b) Except as set forth on Section 2.03(b) of the Disclosure --------------------------------- Schedule, no employee of the Company or its Subsidiaries has been granted any -------- "equity" interest in the Company or any Subsidiary, and the Sellers agree that the Purchaser will have no liability with respect to any promises, undertakings or statements made by any of the Sellers to any such employee or to any third party relating to the granting of an equity interest in the Company or its Subsidiaries to any such employee. The Sellers agree that any claims by one or more employees of the Company or its Subsidiaries or by any third party based on any such promises, undertakings or statements will be duly authorizedthe sole responsibility of the Sellers. (c) Except as set forth on Section 2.03(c) of the Disclosure --------------------------------- Schedule, validly issued, fully paid, and nonassessable and will not be subject to preemptive rights.each Seller owns the Shares set forth opposite such Seller's name on -------- Section

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (ai) 1,000,000 200,000,000 Shares and (ii) 10,000,000 shares of preferred stock, $0.01 par value $0.001 per share, of which no shares are outstanding and share (b) 75,000,000 shares of Buyer Common “Preferred Stock, of which (i) 42,494,508 shares are outstanding as ”). As of the date close of this Agreement business on September 16, 2025 (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights“Measurement Date”), (iiA) 148,492,428 Shares were issued and outstanding, all of which were duly authorized and validly issued, fully paid and nonassessable and were free of preemptive rights, (B) no shares are of Preferred Stock were issued or outstanding, (C) no Shares were held by Buyer Subsidiaries and the Company in its treasury, (iiiD) 11,667 shares an aggregate of 11,628,204 Shares were issuable upon the exercise of outstanding Company Warrants, (E) an aggregate of 1,112,546 Shares were issuable upon the exercise of the Lender Conversion under the Term Loan Facility (assuming the maximum number of Shares are converted under the Term Loan Facility), (F) there were outstanding Company Stock Options to purchase 11,989,981 Shares (assuming the maximum number of Company Stock Options are exercised), (G) 1,868,560 Shares were subject to issuance pursuant to outstanding Company RSUs, (H) 305,000 Shares were subject to issuance pursuant to outstanding Company PSUs, (I) 3,246,812 Shares were reserved for future issuance as under the Company ESPP and (J) 1,851,473 Shares were reserved for future issuance under the other Company Stock Plans (including upon exercise of the date of Company Stock Options). All Shares that may be issued pursuant to any Company Stock Plan, Company Warrant or the Lender Conversion or as contemplated or permitted by this Agreement pursuant to outstanding options granted under will be, when issued in accordance with the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been respective terms thereof, duly authorized and validly issued and are issued, fully paid and non-assessablenonassessable and free of preemptive rights. All outstanding securities of the Company have been offered and issued in compliance in all material respects with the Securities Act. The Company has made available to Parent true and complete copies of the Company Warrants and the Company Stock Plans and the forms of stock option, restricted stock unit, and performance-based restricted stock unit agreements evidencing the Company Equity Awards. Section 4.2(a) of the Company Disclosure Letter sets forth, as of the close of business on the Measurement Date, a true and complete list of each outstanding Company Equity Award and Company Warrant and, to the extent applicable, the name of the holder thereof, the number of Shares issuable thereunder, the expiration date, the exercise price relating thereto, the grant date, whether it is subject to performance-based vesting, the amount vested and outstanding and the amount unvested and outstanding and the Company Stock Plan. The Company ESPP, the 2019 Plan and the 2023 Inducement Plan are the only plans or programs the Company or any of its Subsidiaries has maintained under which stock options, restricted stock, restricted stock units, performance-based restricted stock units, performance shares, stock appreciation rights or other compensatory equity or equity-based awards have been granted and remain outstanding or may be granted. Since the Measurement Date, the Company has not granted any options, restricted stock, restricted stock units, performance-based restricted stock units, performance shares, stock appreciation rights or other compensatory equity or equity-based awards or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock. Except as set forth above and except for changes since the Measurement Date resulting from the exercise or settlement of Company Warrants or Company Equity Awards, issuances under the Company ESPP, or in connection with any Lender Conversion in respect of the Term Loan Facility (to the extent based on any changes to the Conversion Price (as defined in the Term Loan Facility) after the Measurement Date), in each case, that are outstanding on such date, since the Measurement Date, the Company has not (1) authorized the creation or issuance of, or issued or authorized or effected any split-up or any other recapitalization of, any (x) shares of capital stock or other voting securities of Buyer’s Subsidiaries are duly authorizedthe Company, validly issued, fully paid(y) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (z) options or other rights to acquire from the Company, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As no obligation of the date Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of this Agreementthe Company, there are no (2) directly or indirectly purchased, repurchased, redeemed or otherwise acquired any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or (3) granted any options, warrantsrestricted stock, or other similar rights, convertible or exchangeable securities, “phantom stock” rightsrestricted stock units, stock appreciation rights, stock based performance unitscalls, warrants or other rights, awards, agreements, arrangements, commitments, arrangements or understandings to which Buyer is a party, whether or not in writing, commitments of any character relating to the issued or unissued capital stock or other securities of Buyer the Company or any of Buyer’s its Subsidiaries. The Company has not heretofore agreed to take any such action, and there are no outstanding contractual obligations of the Company of any kind to redeem, purchase or otherwise acquire any outstanding shares of capital stock of the Company. Other than the Shares, there are no outstanding bonds, debentures, notes, or other indebtedness or securities of the Company having the right to vote on any matters on which stockholders of the Company may vote. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company securities or securities of any wholly-owned Subsidiary of the Company. (b) Except as set forth in the second sentence of Section 4.2(a), (i) as of the Measurement Date, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding, (ii) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or any of its Subsidiaries or obligating Buyer the Company or any of Buyer’s its Subsidiaries to issue issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking, and (whether upon conversioniii) there are no obligations by the Company to make any payments based on the price or value of its capital stock. (c) Section 4.2(c) of the Company Disclosure Letter sets forth a true, exchangecorrect, and complete list of all Subsidiaries of the Company and their respective jurisdictions of organization, and, except for the Subsidiaries set forth on Section 4.2(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries directly or indirectly owns, of record or beneficially, any equity interest, capital stock or other ownership interest in, or otherwise) is under any current or sell prospective obligation to form or participate in, provide funds to, make any share loan, capital contribution or other investment in or assume any liability of, any Person. Each of the outstanding shares of capital stock or other equity securities of, or other equity ownership interests in or other securities ofin, Buyer or any each of Buyerthe Company’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be Subsidiaries is duly authorized, validly issued, fully paid, paid and nonassessable (to the extent the entity is a corporate entity) and will not be subject to all such shares, securities or interests are owned by the Company or another wholly-owned Subsidiary of the Company and are owned free and clear of all security interests, liens, licenses, claims, pledges, hypothecations, mortgages, infringements, interferences, options, rights of first refusal, preemptive rights, community property interests, agreements, limitations in voting rights, charges or other encumbrances (collectively, “Liens”), other than under applicable Law or as set forth in the Organizational Documents of such Subsidiaries. There are no subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character relating to the issuance, transfer, sales, delivery, voting or redemption (including any rights of conversion or exchange under any outstanding security or other instrument) for any of the capital stock or other equity interests of, or other ownership interests in, any Subsidiary of the Company.

Capital Stock. As (a) After giving effect to the filing of November 30, 2024the Articles with the Secretary of State of Delaware, the authorized capital stock of Buyer consisted solely the Company will consist of (a) 1,000,000 50,000,000 shares of preferred stockCommon Stock (as defined below) and 10,982,426 shares of Preferred Stock, $0.01 .01 par value per share(the "PREFERRED STOCK"). On the date hereof, 5,136,917 shares of Common Stock, $.01 par value (the "COMMON STOCK"), and 10,982,426 shares of Preferred Stock were issued and outstanding, of which no 7,000 shares are outstanding and (b) 75,000,000 shares of Buyer Common have been designated Series A Cumulative Redeemable Preferred Stock, 4,500 have been designated Series B Cumulative Redeemable Preferred Stock, 1,333,334 shares have been designated Series C Preferred Stock and 9,637,592 have been designated Series D Preferred Stock. Upon the filing of which the Articles with the Secretary of State of Delaware, the Shares will have been duly authorized and, when issued in accordance with this Agreement, the Shares (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)will be validly issued, fully paid and non-assessable, (ii) no shares are held by Buyer Subsidiaries will have the rights, preferences and privileges described in the Articles and (iii) 11,667 shares are reserved for future issuance as will not have been issued in violation of, and will not be subject to, any preemptive or subscription rights and will not result in the antidilution provisions of any security of the date Company becoming applicable. (b) The Shares, when issued and delivered in accordance with this Agreement, will be free and clear of this Agreement any Liens and the Investors will have good title thereto. (c) Except as set forth on SCHEDULE 2.4(C), there are no outstanding warrants, options, rights, other securities, agreements, subscriptions or other commitments, arrangements or undertakings pursuant to which the Company is or may become obligated to issue, deliver or sell, or cause to be issued, delivered or sold, any additional capital stock or other securities of the Company or to issue, grant, extend or enter into any such warrant, option, right, security, agreement, subscription or other commitment, arrangement or undertaking. Except as set forth on SCHEDULE 2.4(C), there are no outstanding options granted under options, rights, other securities, agreements or other commitments, arrangements or undertakings pursuant to which the Buyer Benefit PlansCompany is or may become obligated to redeem, repurchase or otherwise acquire or retire any capital stock or other securities of the Company, or any securities of the type described in this Section 2.4(c), which are presently outstanding or may be issued in the future. The Except as set forth on SCHEDULE 2.4(C), there are no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (d) All issued and outstanding shares of Buyer Common Stock capital stock or membership interests of the Company's Subsidiaries have been duly authorized and authorized, were validly issued and issued, are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, assessable and nonassessable and not subject to no preemptive rights, rights and are directly or indirectly owned beneficially and of record by Buyer or another Subsidiary of Buyer the Company, free and clear of all security interestsLiens, liensand free of any other limitation or restriction (including any restriction on the right to vote, claimssell or otherwise dispose of such capital stock). (e) Assuming that the representations and warranties of the Investors set forth in Section 3.2 and 3.3 are true and correct, pledgesthe offering, taking actionsissuance and delivery of the Shares are exempt from the registration requirements of the Securities Act, agreementsand it is not necessary to make or obtain any filings, limitations in Buyer’s voting rightsregistrations, chargesqualifications, notifications or consents or approvals of or with any Governmental Authority (including without limitation under the Securities Act, the Exchange Act, the Investment Company Act of 1940, as amended, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, state securities or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not "blue sky" laws) in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsconnection therewith.

Capital Stock. As of November 30, 2024the date hereof, the authorized capital stock of Buyer consisted solely Purchaser consists of (a) 1,000,000 50,000,000 shares of Purchaser Common Stock and 5,000,000 shares of serial preferred stock, $0.01 par value $1.00 per shareshare (the “Purchaser Preferred Stock”). As of the close of business on October 21, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock2014, of which (i) 42,494,508 33,441,264 shares are outstanding as of the date of this Agreement Purchaser Common Stock (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no 1,821,637 shares are of Purchaser Common Stock were held by Buyer Subsidiaries and Purchaser in its treasury, (iii) 11,667 no shares are of Purchaser Preferred Stock were issued and outstanding or held by Purchaser in its treasury, and (iv) 1,918,337 shares of Purchaser Common Stock were reserved for future issuance as of the date of this Agreement pursuant to Purchaser Equity Plans (of which 882,811 shares were subject to outstanding options granted under the Buyer Benefit Plans. The Purchaser Stock Options and 517,077 shares were subject to outstanding shares of Buyer Common Purchaser Stock have been duly authorized and validly issued and are fully paid and non-assessableAwards). All of the outstanding shares of capital stock of Buyer’s Subsidiaries are Purchaser are, and all shares reserved for issuance as noted in clause (iv) above will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid, paid and nonassessable and not subject to any preemptive or similar rights. Except as provided in Louisiana Revised Statute 6:262, and all of the shares of capital stock or other voting securities or equity interests of each such Subsidiary are owned owned, directly or indirectly, by Buyer or another Subsidiary of Buyer Purchaser, free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or Liens other encumbrances of any nature whatsoeverthan restrictions on transfer under applicable securities Laws. As of the date of this Agreement, except for this Agreement, there are no optionsshareholder agreements, warrants, voting trusts or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, agreements or understandings to which Buyer Purchaser or any of its Subsidiaries is a party, whether party or not in writing, of any character relating on file with Purchaser with respect to the issued holding, voting, registration, redemption, repurchase or unissued disposition of, or that restricts the transfer of, any capital stock or other securities equity interest of Buyer Purchaser or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s its Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Purchaser Capital Stock to be issued pursuant to this Agreementin the Merger will be duly authorized by all necessary corporate action on the part of Purchaser and, when issued in accordance with the terms of this Agreementhereof, will be duly authorized, validly issued, fully paid, non-assessable and nonassessable and will not be subject to free of preemptive or similar antidilution rights.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely consists of (a) 1,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 100,000,000 shares of Buyer Common Stock and 5,000,000 shares of Buyer Convertible Preferred Stock. As of the close of business on September 30, of which 2022 (the “Measurement Date”), (i) 42,494,508 31,490,053 shares are outstanding as of the date of this Agreement Buyer Common Stock (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no shares are of Buyer Common Stock were held by Buyer Subsidiaries and in its treasury, (iii) 11,667 no shares are reserved for future issuance as of the date Buyer Convertible Preferred Stock were issued and outstanding, (iv) no shares of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding Convertible Preferred Stock were held by Buyer in its treasury, (v) 21,172,695 shares of Buyer Common Stock have been duly authorized were reserved for issuance pursuant to Buyer’s 2018 Omnibus Incentive Plan, the Catalyst 2004 Plan Residual, the Catalyst 2015 Stock Incentive Plan and validly issued the Targacept 2006 Plan (of which 8,906,711 shares were subject to outstanding options to purchase shares of Buyer Common Stock (the “Buyer Options”)), (vi) 359,545 shares of Buyer Common Stock were reserved for issuance pursuant to Buyer’s 2018 Employee Stock Purchase Plan and are fully paid (vii) no shares of Buyer Common Stock were reserved for issuance upon the exercise or conversion of warrants. Except as set forth above in this Section 3.2(a), neither Buyer nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of Buyer or such Subsidiary on any matter. Except as set forth above in this Section 3.2(a) and non-assessable. All except for changes since the close of business on the Measurement Date resulting from the exercise of any Buyer Options as described above, as of the Measurement Date, there are no outstanding (A) shares of capital stock or other voting securities or equity interests of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other (B) securities of Buyer or any of Buyer’s its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Buyer or other voting securities or equity interests of Buyer or its Subsidiaries, (C) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of Buyer or its Subsidiaries or obligating other equity-equivalent or equity-based awards or rights, (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from Buyer or its Subsidiaries, or obligations of Buyer or any of Buyer’s its Subsidiaries to issue (whether upon conversionissue, exchange, or otherwise) or sell any share shares of capital stock of, or other equity interests in or other securities of, of Buyer or any of Buyer’s its Subsidiaries, except voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Buyer or its Subsidiaries or rights or interests described in the preceding clause (iC), or (E) obligations of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. (b) Section 3.2(b) of the Buyer Disclosure Letter sets forth a true and complete list of all holders of rights to purchase or receive shares of Buyer Common Stock issuable pursuant or similar rights (collectively, “Buyer Stock Awards”), indicating as applicable, with respect to each Buyer Stock Award then outstanding, the type of award, the number of shares of Buyer Common Stock subject to such Buyer Stock Award, the name of the plan under which such Buyer Stock Award was granted, the date of grant, exercise or purchase price, vesting schedule, payment schedule (if different from the vesting schedule) and expiration thereof, and whether (and to what extent) the vesting of such Buyer Stock Award will be accelerated or otherwise adjusted in any way or any other terms will be triggered or otherwise adjusted in any way by the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements or by the termination of employment or engagement or change in position of any holder thereof following or in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Each Buyer Option was granted with a per share exercise price that is no less than the fair market value of a share of Buyer Common Stock on the date such Buyer Option was granted and is exempt from the requirements of Section 409A of the Code. Buyer has made available to the Sellers a true and complete copy of the forms of all award agreements evidencing outstanding Buyer Benefits Plans and Stock Awards. (iic) by virtue of this Agreement. The shares of Buyer Common Capital Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, Agreement will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to any preemptive rights. (d) To the knowledge of Buyer as of the date of this Agreement and as of the Closing, no “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualifying Event”) is applicable to Buyer or, to Buyer’s knowledge, any Covered Person, except for a Disqualifying Event as to which Rule 506(d)(2)(ii-iv) or (d)(3) of the Securities Act is applicable. “Covered Person” means, with respect to Buyer as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1).

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (ai) 1,000,000 60,000,000 Company Shares, and (ii) 10,000,000 shares of preferred stock, par value $0.01 par value per shareshare (the “Preferred Stock”). As of August 11, 2015, (A) 22,759,842 Common Shares were issued and outstanding (including 415,144 Common Shares subject to forfeiture pursuant to the Company Stock Plans), all of which were validly issued, fully paid and nonassessable and were free of preemptive rights (except such shares subject to forfeiture), (B) no Common Shares were held in treasury, (C) no shares are of Preferred Stock were outstanding, (D) 200,000 shares of Preferred Stock have been designated Series D Junior Participating Preferred Stock, all of which have been reserved for issuance under the Shareholder Rights Plan, and none of which were outstanding, (E) an aggregate of 1,071,606 Common Shares were subject to or otherwise deliverable in connection with outstanding Company Stock-Based Awards (excluding those covered in clause (A) above), and (F) an aggregate of 327,045 Common Shares were deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Stock Plans. (b) 75,000,000 shares Section 4.2(b) of Buyer Common Stockthe Company Disclosure Letter sets forth, as of which the close of business on August 11, 2015, a complete and correct list of (i) 42,494,508 shares all outstanding Company Stock Options, including the number of Common Shares subject to such award, the name of the holder, the grant date, the vesting schedule and the exercise or purchase price per share and (ii) all outstanding Company Stock-Based Awards, including the name of the holder, the grant date and the vesting schedule. The Company Stock Plans set forth on Section 4.2(b) of the Company Disclosure Letter are the only plans or programs, other than the applicable award agreements issued under any stock option, stock purchase or equity compensation plan, that Company or any of its Subsidiaries maintains under which stock options, restricted stock, restricted stock units, stock appreciation rights or other compensatory equity-based awards are outstanding. The Company has made available each form of award agreement under the Company Stock Plans. (c) Except as set forth in Section 4.2(a) and disclosed in Section 4.2(b) of the Company Disclosure Letter and except for changes since August 11, 2015 resulting from the exercise of Company Stock Options or the settlement of Company Stock-Based Awards outstanding on such date, as of the date of this Agreement Agreement, (including 77,882 shares in i) there are no issued, reserved for issuance, outstanding or authorized (A) Equity Interests of the form Company, (B) securities of unvested performance based restricted stock awards without dividend the Company convertible into or voting rights)exchangeable for Equity Interests of the Company, or (C) options or other rights to acquire from the Company, and no obligation of the Company to issue, any Equity Interests or securities convertible into or exchangeable for Equity Interests of the Company, (ii) there are no shares are held by Buyer Subsidiaries outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Equity Interests of the Company or securities convertible into or exchangeable for Equity Interests of the Company (other than in connection with the withholding of Common Shares to satisfy Tax withholding requirements and payment of Taxes), (iii) 11,667 shares there are reserved for future issuance as no other Contracts relating to the issued or unissued Equity Interests of the date Company or any of this Agreement pursuant its Subsidiaries to which the Company or any of its Subsidiaries is a party and (iv) there are no voting trusts, proxies or other similar arrangements or understandings to which the Company or any of its Subsidiaries is a party. Each outstanding options granted under the Buyer Benefit Plans. The outstanding shares Equity Interest of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All each Subsidiary of the outstanding shares of capital stock of Buyer’s Subsidiaries are Company that is a corporation is duly authorized, validly issued, fully paidpaid and nonassessable, each outstanding Equity Interest of each Subsidiary of the Company that is a limited liability company or a limited partnership is duly authorized and validly issued, and nonassessable and not subject to preemptive rightseach such share or other Equity Interest is owned, and are owned directly or indirectly, by Buyer or another Subsidiary of Buyer the Company free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or Liens (other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsthan Permitted Liens).

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Parent consists of (a) 1,000,000 12,000,000 shares of Parent Common Stock and 5,000,000 shares of preferred stock, $0.01 par value $0.001 per shareshare (the “Parent Preferred Stock”). As of the close of business on May 18, of which no shares are outstanding and 2023 (b) 75,000,000 shares of Buyer Common Stockthe “Measurement Date”), of which (i) 42,494,508 2,906,926 shares are outstanding as of the date of this Agreement Parent Common Stock (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no shares are of Parent Common Stock were held by Buyer Subsidiaries and Parent in its treasury, (iii) 11,667 no shares are of Parent Preferred Stock were issued and outstanding and no shares of Parent Preferred Stock were held by Parent in its treasury, (iv) 466,684 shares of Parent Common Stock were reserved for future issuance pursuant to Parent’s Amended and Restated 2011 Equity Incentive Plan, as amended (of which 252,994 shares were subject to outstanding options to purchase shares of Parent Common Stock (the “Parent Options”)), (v) 1,177,315 warrants to acquire shares of Parent Common Stock are issued and outstanding (the “Parent Warrants”) and (vi) 10,473 shares of Parent Common Stock were reserved for issuance pursuant to its Employee Stock Purchase Plan. Except as set forth above in this Section 5.2(a), neither Parent nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of Parent or such Subsidiary on any matter. Except as set forth above in this Section 5.2(a) and except for changes since the close of business on the Measurement Date resulting from the exercise of any options as described above, as of the date of this Agreement pursuant to Measurement Date, there are no outstanding options granted under the Buyer Benefit Plans. The outstanding (A) shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All capital stock or other voting securities or equity interests of the outstanding Parent, (B) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Buyer’s Subsidiaries are duly authorizedParent or other voting securities or equity interests of Parent or its Subsidiaries, validly issued, fully paid, and nonassessable and not subject to preemptive (C) stock appreciation rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting “phantom” stock rights, chargesperformance units, interests in or rights to the ownership or earnings of Parent or its Subsidiaries or other encumbrances of any nature whatsoever. As of the date of this Agreementequity equivalent or equity-based awards or rights, there are no (D) subscriptions, options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangementscalls, commitments, Contracts or understandings other rights to which Buyer is a partyacquire from Parent or its Subsidiaries, whether or not in writingobligations of Parent or any of its Subsidiaries to issue, any shares of capital stock of Parent or any character relating to the issued of its Subsidiaries, voting securities, equity interests or unissued securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Buyer Parent or its Subsidiaries or rights or interests described in the preceding clause (C), or (E) obligations of Parent or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s its Subsidiaries to issue (whether upon conversionrepurchase, exchangeredeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or otherwisecause to be issued, granted, delivered or sold, any such securities. (b) or sell any share of The authorized capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) Merger Sub consists of 1,000 shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans common stock, par value $0.001 per share, of which 100 shares are issued and outstanding, all of which shares are beneficially owned by Parent. (iic) by virtue of this Agreement. The shares of Buyer Parent Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, Merger will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to any preemptive rights. (d) To the knowledge of Parent as of the date of this Agreement and as of the Closing, no “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualifying Event”) is applicable to Parent or, to Parent’s knowledge, any Covered Person, except for a Disqualifying Event as to which Rule 506(d)(2)(ii-iv) or (d)(3) of the Securities Act is applicable. “Covered Person” means, with respect to Parent as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1).

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of 500,000,000 shares of Company Common Stock, 1,715,742 Series A Convertible Junior Preferred Stock, par value $0.50 per share (a) 1,000,000 the “Series A Preferred Stock”), and 10,000,000 shares of preferred stock, $0.01 no par value per shareshare (“Authorized Preferred Stock”), 5,000,000 of which no shares are outstanding have been designated as Series B Junior Participating Preferred Stock (the “Series B Preferred Stock”, together with the Series A Preferred Stock and (b) 75,000,000 shares of Buyer Common the Authorized Preferred Stock, the “Preferred Stock”) reserved for issuance in connection with the rights (the “Rights”) issued under the Company’s Rights Agreement, dated as of which February 29, 2000, as amended. As of March 9, 2007, (i) 42,494,508 312,661,295 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)Company Common Stock were issued and outstanding, (ii) no shares are of Company Common Stock were held by Buyer Subsidiaries and in treasury, (iii) 11,667 (A) 19,123,624 shares are of Company Common Stock were reserved for future issuance as of the date of this Agreement pursuant to the outstanding options granted under Company Stock Options, (B) 803,873 shares of Company Common Stock were reserved for issuance pursuant to the Buyer Benefit outstanding RSUs, (C) 6,527,772 additional shares of Company Common Stock were reserved for issuance for future grant pursuant to the Company Stock Plans, and (D) 132,507 shares of Company Common Stock were reserved for issuance pursuant to the outstanding Deferred Equity Units, and (iv) no shares of Preferred Stock were issued or outstanding. The All outstanding shares of Buyer Company Common Stock, and all shares of Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All reserved for issuance as noted in clause (iii) of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementforegoing sentence, when issued in accordance with the respective terms of this Agreementthereof, are or will be duly authorized, validly issued, fully paidpaid and non-assessable and free of pre-emptive or similar rights. No Subsidiary of the Company owns any Company Common Stock. Section 3.2(a) of the Company Disclosure Schedule lists, as of the date hereof, each outstanding Company Stock Option and nonassessable the exercise price thereof. (b) Except as set forth in subsection (a) above, (i) as of the date hereof, the Company does not have any shares of its capital stock issued or outstanding other than shares of Company Common Stock that have become outstanding after March 9, 2007 upon exercise of Company Stock Options outstanding as of such date or upon vesting or payment with respect to RSUs or Deferred Equity Units and will not be subject (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities, stock-based performance units or other similar rights, agreements or commitments relating to preemptive rightsthe issuance of capital stock or other equity interests to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (B) issue, grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, the Company or any Subsidiary of the Company. (c) Except for the awards to acquire shares of Company Common Stock under the Company Stock Plans, 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. (d) There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting, registration, redemption, repurchase or disposition of the capital stock or other equity interest of the Company or any of its Subsidiaries.

Capital Stock. (a) As of November 30December 15, 20242005, the authorized share capital stock of Buyer the Company consisted solely of (ai) 1,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock150,000,000 Company Ordinary Shares, of which (iA) 42,494,508 92,464,503 Company Ordinary Shares were issued and outstanding (which includes all outstanding shares are outstanding as of the date of this Agreement restricted stock, but excludes treasury shares); (including 77,882 shares B) 6,192,600 Company Ordinary Shares were held in the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries treasury; and (iiiC) 11,667 shares are 8,851,830 Company Ordinary Shares were authorized and reserved for future issuance as upon exercise of the date of this Agreement pursuant to outstanding options granted to purchase Company Ordinary Shares under the Buyer Benefit Plans. The outstanding shares of Buyer Common Tommy Hilfiger (Eastern Hemisphere) Limited 1992 Stock have been duly authorized and validly issued and are fully paid and nonIncentive P▇▇▇, ▇▇ ▇▇▇▇▇▇d, the Tommy Hilfiger U.S.A., Inc. 1992 Stock Incentive Plan, as amended, ▇▇▇ ▇▇▇▇▇ ▇▇▇figer Corporation 2001 Stock Incentive Plan, the Tommy Hi▇▇▇▇▇▇ ▇▇▇▇▇▇▇tion Non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorizedEmployee Directors Stock Option Pla▇, validly issued, fully paid▇▇ ▇▇▇▇▇▇▇, and nonassessable and not subject to preemptive rightsthe Tommy Hilfiger Corporation 2003 Incentive Compensation Plan, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interestsas am▇▇▇▇▇ (▇▇▇▇▇▇▇ively, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans "COMPANY INCENTIVE PLANS"); and (ii) by virtue 5,000,000 preference shares, U.S.$0.01 par value per share (the "PREFERENCE SHARES"), of this Agreementwhich none were issued and outstanding. The shares of Buyer Common Stock to be issued pursuant to this AgreementAll the outstanding Company Ordinary Shares are and all Company Ordinary Shares reserved for issuance as noted in clause (i)(C) above shall be, when issued in accordance with the respective terms thereof, (i) issued and granted in compliance with all applicable securities laws and other applicable Laws and not in violation of this Agreement, will be any preemptive rights and (ii) duly authorized, validly issuedissued (or will be, in the case of shares referred to in subclause (i)(C)) and are (or will be, in the case of shares referred to in subclause (i)(C)) fully paidpaid and non-assessable and are not subject to and were not, and nonassessable and will not be subject be, in the case of shares referred to in subclause (i)(C), issued in violation of any preemptive or similar rights, purchase option, call right, right of first refusal or similar rights. No Subsidiary of the Company owns any Company Ordinary Shares. (b) Except as set forth in subsection (a) above: (i) the Company does not have any shares issued or outstanding, other than Company Ordinary Shares that have become outstanding after December 15, 2005 (pursuant to the exercise of outstanding options to purchase Company Ordinary Shares which options had been outstanding on December 15, 2005) and that had been reserved for issuance as set forth in subsection (a)(i)(C) above and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities or other similar rights, agreements or commitments relating to the issuance of shares, voting securities or other equity interests in the Company to which the Company or any of the Company's Subsidiaries is a party obligating the Company or any of the Company's Subsidiaries to (A) issue, transfer or sell any shares, voting securities or other equity interests of the Company or any Subsidiary of the Company or securities convertible or exercisable into, or exchangeable for, such shares, voting securities or equity interests; (B) grant, extend or enter into any such subscription, option, warrant, call, convertible or exchangeable securities or other similar right, agreement, arrangement or commitment to repurchase; or (C) redeem or otherwise acquire any such shares, voting securities or other equity interests. (c) Except for outstanding awards to acquire Company Ordinary Shares under each of the Company Incentive Plans, 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 exchangeable or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (d) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the shares or other equity interest of the Company or any of its Subsidiaries. (e) Section 3.2(e) of the Company Disclosure Schedule contains a true and complete list of the Company's Subsidiaries, including its name, entity form and jurisdiction of

Capital Stock. As of November 30, 2024On the date hereof, the authorized capital stock of Buyer consisted the Company will consist solely of (a) 1,000,000 50,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding Common Stock and (b) 75,000,000 5,000,000 shares of Buyer Preferred Stock. Immediately prior to the Closing, or if there is more than one Closing, the Final Closing, following the filing of the amendment to the Company's Charter increasing the authorized shares of stock of the Company, the authorized capital stock of the Company will consist solely of (a) 100,000,000 shares of Common Stock and (b) 10,000,000 shares of Preferred Stock. As of the date hereof, of which the 50,000,000 shares of Common Stock authorized, (i) 42,494,508 18,260,842 shares of Common Stock are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)issued and outstanding, (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 3,611,716 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted and warrants and existing employee stock plans, (iii) 19,369,873 shares are reserved for issuance upon conversion of the shares of Series B Preferred Stock, (iv) 100,000 shares will be reserved for issuance upon exercise of the Previously Issued Warrant and 36,460,937 shares will be reserved for issuance upon exercise of the Warrants. As of the date hereof, of the 5,000,000 shares of Preferred Stock authorized, (i) 1,000,000 shares have been designated Series A Preferred Stock, none of which will be issued or outstanding but all of which have been reserved for issuance upon the exercise of rights under the Buyer Benefit PlansRights Agreement. The outstanding Immediately prior to the first Closing, or if there is more than one Closing, the Final Closing, 730,000 shares will have been designated Series B Preferred Stock. As of the date hereof, there are securities convertible, exchangeable or exerciscable into 661,319 shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessableat or below $3.75 per share of Common Stock. All of the outstanding shares Immediately following each Closing, each share of capital stock of Buyer’s Subsidiaries are the Company that is issued and outstanding will be duly authorized, validly issued, fully paidpaid and nonassessable, and nonassessable and will not be subject to nor issued in violation of, any preemptive rights, and are owned by Buyer or another Subsidiary . All shares of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations Series B Preferred Stock issued in Buyer’s voting rights, chargesa Closing, or other encumbrances of as a dividend on any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) outstanding shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this AgreementSeries B Preferred Stock, will be duly authorized, validly issued, fully paidpaid and nonassessable. The Previously Issued Warrant and all Warrants issued at a Closing will be duly authorized, validly issued, fully paid and nonassessable. Upon conversion of any shares of Series B Preferred Stock in accordance with their terms, all of the Common Stock issued upon such conversion will be duly authorized, validly issued, fully paid and nonassessable. Upon exercise of the Previously Issued Warrant and the Warrants in accordance with their terms, the Common Stock issued upon such exercise will be duly authorized, validly issued, fully paid and nonassessable. Except for the Previously Issued Warrant and as set forth on Schedule 3.2 or as contemplated by this Agreement, at the date hereof there are, and nonassessable and immediately following each Closing there will not be subject to (a) no outstanding or authorized options, warrants, agreements, conversion rights, preemptive rights, other rights, subscriptions, claims of any character, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to shares of capital stock of the Company or any of its Subsidiaries or pursuant to which the Company or any of its Subsidiaries is or may become obligated to issue shares of its capital stock or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, purchase or acquire, any shares of the capital stock of the Company or any of its Subsidiaries, (b) no restrictions upon the dividends, voting or transfer of any shares of capital stock of the Company pursuant to its Charter, Bylaws or other governing documents or any agreement or other instruments to which it is a party or by which it is bound, and (c) no shares of Common Stock or Preferred Stock held by the Company in its treasury. The holders of the Series B Preferred Stock will, upon issuance thereof, have the rights set forth in the Certificate of Designation. Neither the Company nor any of its Subsidiaries has authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible or exercisable for or exchangeable into securities the holders of which have the right to vote) with the stockholders of such person on any matter. Except as contemplated by this Agreement or the Rights Agreement or as set forth on Schedule 3.2, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stock or the capital stock of the Company or any of its Subsidiaries.

Capital Stock. As of November 30, 2024, the The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 100,000,000 shares of the Company Common Stock, 2,000,000 shares of the Company's Class A preferred stock, par value $0.01 per share (the "Company Class A Preferred Stock"), and 2,000,000 shares of the Company's Class B preferred stock, par value $0.01 per shareshare (the "Company Class B Preferred Stock," and, together with the Class A Preferred Stock, the "Company Preferred Stock"). As of which October 5, 1998, 51,036,531 shares of the Company Common Stock and no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in Company Preferred Stock were issued and outstanding. All the form of unvested performance based restricted stock awards without dividend or voting rights), (ii) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer the Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this AgreementOctober 8, 1998, there are were no outstanding subscriptions, options, warrants, rights or other similar rights, convertible arrangements or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to commitments obligating the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries Company to issue any shares of its stock other than options and other rights to receive or acquire an aggregate of 15,220,972 shares of the Company Common Stock pursuant to: (whether upon conversion, exchange, or otherwisea) or sell any share of capital the Company's 1993 Stock Option Plan; (b) the Company's Amended and Restated 1995 Employee Stock Purchase Plan (the "Company Employee Stock Purchase Plan"); (c) the Company's 1997 Long-Term Incentive Stock Plan; (d) the Company's 1997 Non-Employee Directors Stock Plan; (e) the Company's 1997 Non-Employee Directors Stock Purchase Plan; (f) the Company's 1996 Executive Stock Unit Plan; (g) the Company's non-employee directors stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for units; (h) the Company's non-employee directors stock option agreements; (i) shares of Buyer Common Stock issuable the Company's obligations pursuant to the Buyer Benefits Plans Company-CMM Limited Partnership Agreement of Limited Partnership, as amended. (j) the Company Warrants expiring September 18, 2001; (k) the Company Warrants expiring February 27, 2002; (l) the Company's liquid yield option notes due 2011; (m) the Company's liquid yield option notes due 2018 (the notes referred to in (l) and (iim) by virtue being collectively the "LYON▇"); and (n) a non-qualified stock option for 100,000 shares. Except for the issuance of this Agreement. The shares of Buyer the Company Common Stock to be issued pursuant to this Agreementthe options and other rights referred to in Sections 3.2(a)-(n) above, when issued in accordance with since February 3, 1998, no shares of the terms of this Agreement, will be duly authorized, validly Company Common Stock have been issued, fully paid, and nonassessable and will not be subject to preemptive rights.

Capital Stock. As of November 30, 2024, the authorized (i) The authorised capital stock of Buyer consisted solely Medtronic consists of (a) 1,000,000 1,600,000,000 Medtronic Shares and 2,500,000 shares of preferred stock, $0.01 par value US$1.00 per shareshare (“Medtronic Preferred Shares”). As of June 12, of which no shares are outstanding and 2014 (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights“Medtronic Capitalisation Date”), (iiA) 996,506,171 Medtronic Shares were issued and outstanding, (B) no shares are Medtronic Shares were held by Buyer Subsidiaries and in treasury, (iiiC) 11,667 shares are 322,667,705 Medtronic Shares were reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Medtronic Share Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued 25,000,000 Medtronic Shares were reserved for issuance pursuant to this Agreementthe Medtronic ESPP and (D) no Medtronic Preferred Shares were issued or outstanding. All the outstanding Medtronic Shares are, and all Medtronic Shares reserved for issuance as noted above shall be, when issued in accordance with the respective terms of this Agreementthereof, will be duly authorizedauthorised, validly issued, fully paidpaid and non-assessable and free of pre-emptive rights. (ii) Except as set forth in subclause (i) above and, in the case of clause (B), as expressly contemplated by Schedule 8.1(b)(ii), as of the date hereof: (A) Medtronic does not have any shares of capital stock issued or outstanding other than Medtronic Shares that have become outstanding after the Medtronic Capitalisation Date, but were reserved for issuance as set forth in subclause (i) above, and nonassessable and will (B) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which Medtronic or any of Medtronic’s Subsidiaries is a party obligating Medtronic or any of Medtronic’s Subsidiaries to (I) issue, transfer or sell any shares of capital stock or other equity interests of Medtronic or any Subsidiary of Medtronic or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Medtronic or a wholly owned Subsidiary of Medtronic); (II) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (III) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (IV) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary that is not be subject wholly owned by Covidien and/or one or more of its Subsidiaries. (iii) None of Medtronic nor any of its Subsidiaries has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to preemptive rightsvote (or which are convertible into or exercisable for securities having the right to vote) with the Medtronic Shareholders on any matter. (iv) There are no voting trusts or other agreements or understandings to which Medtronic or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of Medtronic or any of its Subsidiaries.

Capital Stock. As of November 30, 2024, the authorized capital stock of Buyer consisted solely of (a) 1,000,000 shares As of preferred stockthe Closing, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 shares are outstanding as the Seller shall hold of record and own beneficially all of the date LTC Shares and all of this Agreement the Therapy Shares, free and clear of any restrictions on transfer (including 77,882 shares in other than any restrictions under the form of unvested performance based restricted stock awards without dividend Securities Act and state securities laws), Taxes, Encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands (other than Encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands that will be released or voting rightsdischarged pursuant to the Confirmation Order), (ii) there shall be no issued and outstanding shares are held by Buyer Subsidiaries of either the LTC Subsidiary or the Therapy Subsidiary, except for the LTC Shares and the Therapy Shares and (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant to outstanding options granted under LTC Shares and the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock Therapy Shares shall have all been duly authorized and validly issued and are fully be fully-paid and non-assessablenonassessable. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of either the LTC Subsidiary or the Therapy Subsidiary. Upon the formation of each of the LTC Subsidiary and the Therapy Subsidiary and through the Closing, there will be no outstanding subscriptions, warrants, rights, options, calls, commitments, conversion rights, rights of exchange, plans or other agreements providing for the purchase, issuance or sale of either the LTC Shares or the Therapy Shares (in each case other than those in favor of the Purchaser). (b) SCHEDULE I hereto sets forth for each Subsidiary (i) its name and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock and (iii) the number of issued and outstanding shares of each class of its capital stock (all such issued and outstanding capital stock of the Subsidiaries in the aggregate, the "SUBSIDIARY STOCK"). Except as set forth on SCHEDULE 3.2(b), the Seller is the beneficial owner of all of the Subsidiary Stock, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims and demands (other than Encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims and demands that will be released or discharged pursuant to the Confirmation Order. All of the outstanding shares Subsidiary Stock has been duly authorized and validly issued and is fully-paid and nonassessable. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoeverSubsidiary. As of the date of this AgreementExcept as described on SCHEDULE I, there are no outstanding subscriptions, options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangementscalls, commitments, or understandings to which Buyer is a partyconversion rights, whether or not in writingrights of exchange, of any character relating to the issued or unissued capital stock plans or other securities agreements providing for the purchase, issuance or sale of Buyer the Subsidiary Stock. Except as described on SCHEDULE I, none of Seller and the Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association that is not a Subsidiary. Except for the Subsidiaries set forth on SCHEDULE I attached hereto, neither Seller nor any of Buyer’s the Subsidiaries owns or obligating Buyer has any right to acquire, directly or indirectly, any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of outstanding capital stock of, or other equity interests in or other securities ofin, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsPerson.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Acquiror consists of (a) 1,000,000 55,000,000 shares of Acquiror Common Stock and 11,445,187 shares of preferred stock, $0.01 par value $0.001 per shareshare (the “Acquiror Preferred Stock”). As of the close of business on September 30, of which no shares are outstanding and 2015 (b) 75,000,000 shares of Buyer Common Stockthe “Measurement Date”), of which (i) 42,494,508 10,499,719 shares are outstanding as of the date of this Agreement Acquiror Common Stock (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no shares are of Acquiror Common Stock were held by Buyer Subsidiaries and the Acquiror in its treasury, (iii) 11,667 no shares are of Acquiror Preferred Stock were issued and outstanding and no shares of Acquiror Preferred Stock were held by the Acquiror in its treasury, (iv) 3,283,597 shares of Acquiror Common Stock were reserved for future issuance pursuant to the Company’s equity incentive and stock option plans (of which 2,484,170 shares were subject to outstanding options to purchase shares of Acquiror Common Stock); and (v) 171,130 shares of Acquiror Common Stock were reserved for issuance upon the exercise of outstanding notes and warrants to purchase Acquiror Common Stock. Acquiror’s Board of Directors has authorized the establishment of reserves (i) for the issuance of Acquiror Common Stock upon conversion of Acquiror Series B Preferred Stock issued in connection with the Merger or upon exercise of the Acquiror Warrants; and (ii) for the issuance of the Series B Preferred Stock upon exercise of the Acquiror Warrants. Neither the Acquiror nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of the Acquiror or such Subsidiary on any matter. Except as set forth above in this Section 4.4(a), as of the date of this Agreement pursuant to Measurement Date, there are no outstanding options granted under the Buyer Benefit Plans. The outstanding (A) shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All capital stock or other voting securities or equity interests of the outstanding Acquiror, (B) securities of the Acquiror or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Buyer’s Subsidiaries are duly authorizedthe Acquiror or other voting securities or equity interests of the Acquiror, validly issued, fully paid, and nonassessable and not subject to preemptive (C) stock appreciation rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting “phantom” stock rights, chargesperformance units, interests in or rights to the ownership or earnings of the Acquiror or other encumbrances of any nature whatsoever. As of the date of this Agreementequity equivalent or equity-based awards or rights, there are no (D) subscriptions, options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangementscalls, commitments, contracts or understandings other rights to which Buyer is a partyacquire from the Acquiror or any of its Subsidiaries, whether or not in writingobligations of the Acquiror or any of its Subsidiaries to issue, any shares of any character relating to capital stock of the issued Acquiror, voting securities, equity interests or unissued securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Buyer the Acquiror or rights or interests described in the preceding clause (C) or (E) obligations of the Acquiror or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s its Subsidiaries to issue (whether upon conversionrepurchase, exchangeredeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or otherwise) cause to be issued, granted, delivered or sell sold, any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreementsuch securities. The shares of Buyer Common Acquiror Series B Preferred Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, Merger will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to any preemptive rights. (b) The authorized capital stock of Sub consists of 1000 shares of common stock, par value $0.001 per share, of which 1000 shares are issued and outstanding, all of which shares are beneficially owned by the Acquiror.

Capital Stock. (a) As of November 30, 2024the date hereof, the authorized capital stock of Buyer consisted eShare consists solely of (ai) 1,000,000 20,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer eShare Common Stock, of which (iA) 42,494,508 2,840,464 shares are issued and outstanding, no shares are held in the treasury of eShare, (B) 2,224,750 shares are reserved for issuance pursuant to the eShare Plan (including 1,670,769 shares issuable pursuant to outstanding as eShare Options), (C) 589,367 shares are reserved for issuance pursuant to outstanding eShare Warrants, (D) 2,149,999 shares are reserved for issuance pursuant to outstanding shares of the date eShare Series A Preferred, (E) 2,919,708 shares are reserved for issuance pursuant to outstanding shares of this Agreement the eShare Series B Preferred, (including 77,882 F) 2,933,720 shares in are reserved for issuance pursuant to outstanding shares of the form eShare Series C Preferred and (G) 1,000 shares are reserved for issuance pursuant to outstanding shares of unvested performance based restricted stock awards without dividend or voting rights)the eShare Junior Preferred, (ii) no 2,149,999 shares are held by Buyer Subsidiaries and of the eShare Series A Preferred, (iii) 11,667 2,919,708 shares are reserved of the eShare Series B Preferred, (iv) 2,933,720 shares of the eShare Series C Preferred and (v) 1,000 shares of the eShare Junior Preferred. Except for future issuance shares of eShare Common Stock issued or issuable upon exercise of outstanding eShare Options granted pursuant to the eShare Plan or eShare Warrants, and except as contemplated by Section 6.1(a), since the Balance Sheet Date, there has not been, and as of the date Closing Date there will not have been, any change in the number of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The issued and outstanding shares of Buyer eShare Common Stock have been duly authorized and validly issued and are fully paid and non-assessableor shares of eShare Common Stock held in treasury or reserved for issuance since such date. All of the issued and outstanding shares of capital stock of Buyer’s Subsidiaries eShare Capital Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid, paid and nonassessable nonassessable. Except as described in this Section 4.4 and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As Section 4.4 of the date of this AgreementeShare Disclosure Schedule, there are no optionsoutstanding Options obligating eShare to issue or sell any shares of capital stock of eShare or to grant, warrantsextend or enter into any Option with respect thereto. (b) There are no outstanding contractual obligations of eShare to repurchase, redeem or otherwise acquire any shares of eShare Common Stock or to provide funds to, or other similar rightsmake any investment (in the form of a loan, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, contribution or otherwise) or sell in, any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsPerson.

Capital Stock. (a) As of November 30, 2024the date hereof, the authorized capital stock of Buyer consisted solely Purchaser consists of (a) 1,000,000 100,000,000 shares of common stock, par value $1.00 per share (the “Purchaser Common Stock”), and 5,000,000 shares of serial preferred stock, $0.01 par value $1.00 per shareshare (the “Purchaser Preferred Stock”), of which no shares are outstanding and (b) 75,000,000 8,625 shares of Buyer Common Purchaser Preferred Stock are designated as 6.625% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series B, and 5,750 shares of which Purchaser Preferred Stock are designated as 6.60% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series C. As of the close of business on February 24, 2017 (i) 42,494,508 44,854,252 shares are outstanding as of the date of this Agreement Purchaser Common Stock (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no shares are of Purchaser Common Stock were held by Buyer Subsidiaries and Purchaser in its treasury, (iii) 11,667 13,750 shares are of Purchaser Preferred Stock, were issued and outstanding or held by Purchaser in its treasury, and (iv) 1,164,202 shares of Purchaser Common Stock were reserved for future issuance as pursuant to Purchaser equity plans (of the date of this Agreement pursuant which 775,641 shares were subject to outstanding options granted under the Buyer Benefit Plans. The outstanding to purchase shares of Buyer Purchaser Common Stock have been duly authorized and validly issued and are fully paid and non-assessable388,561 shares were subject to outstanding restricted stock units). All of the outstanding shares of capital stock of Buyer’s Subsidiaries are Purchaser are, and all shares reserved for issuance as noted in clause (iv) above will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid, paid and nonassessable and not subject to any preemptive or similar rights, and . No shares of capital stock of Purchaser are owned by Buyer or another any Subsidiary of Buyer Purchaser. All the outstanding shares of capital stock or other voting securities or equity interests of each Subsidiary of Purchaser have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to any preemptive or similar rights. All of the shares of capital stock or other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by Purchaser, free and clear of all security interestsLiens other than restrictions on transfer under applicable securities Laws. (b) Neither Purchaser nor any of its Subsidiaries has outstanding any bonds, liensdebentures, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, chargesnotes or other obligations having the right to vote (or convertible into, or other encumbrances exchangeable or exercisable for, securities having the right to vote) with the shareholders of Purchaser or such Subsidiary on any nature whatsoevermatter. As of the date of this Agreement, there are no optionsexcept for this Agreement, warrantsas set forth above in Section 4.2(a), or other similar rightsthe Purchaser Stock Options and Purchaser Stock Units, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, and the shares of any character relating to the issued or unissued capital stock or other voting securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in of each Subsidiary that are owned, directly or other securities ofindirectly, Buyer or any of Buyer’s Subsidiariesby Purchaser, except for there are no outstanding (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and capital stock or other voting securities or equity interests of Purchaser, (ii) by virtue securities of this Agreement. The Purchaser or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of Buyer Common Stock capital stock or other voting securities or equity interests of Purchaser or any of its Subsidiaries, (iii) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of Purchaser or any of its Subsidiaries or other equity equivalent or equity-based award or right, (iv) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from Purchaser or any of its Subsidiaries, or obligations of Purchaser or any of its Subsidiaries to issue, register, transfer, or sell any shares of capital stock of Purchaser or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Purchaser or any of its Subsidiaries or rights or interests described in clause (iii) or (v) obligations of Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver, register, transfer or sell, or cause to be issued pursuant to this Agreementissued, when issued in accordance with granted, delivered, registered, transferred or sold, any such securities. As of the terms date of this Agreement, will be duly authorizedexcept for this Agreement, validly issuedthere are no shareholder agreements, fully paidvoting trusts or other agreements or understandings to which Purchaser or any of its Subsidiaries is a party or on file with Purchaser with respect to the holding, and nonassessable and will not be subject to preemptive rightsvoting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other equity interest of Purchaser or any of its Subsidiaries.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 100,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 par value per shareshare (“Company Preferred Stock”). As of the close of business on January 31, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock2011, of which (i) 42,494,508 38,136,921 shares are of Company Common Stock were issued and outstanding as and no shares of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend Company Preferred Stock were issued or voting rights)outstanding or reserved for issuance, (ii) no 10,022 shares are of Company Common Stock were held by Buyer Subsidiaries and in treasury, (iii) 11,667 240,168 shares are of Company Common Stock were reserved for future issuance as under the Company’s 1997 Stock Option Plans (the “1997 Plan”), 240,168 of the date of this Agreement which were subject to outstanding Company Stock Options issued pursuant to outstanding options granted such plan, (iv) 953,429 shares of Company Common Stock were reserved for issuance under the Buyer Benefit Company’s 2003 Stock Option Plan (the “2003 Plan”), 953,370 of which were subject to outstanding Company Stock Options issued pursuant to such plan, and (iv) 2,000,000 shares of Company Common Stock were reserved for the issuance under the Company’s 2008 Stock Option Plan (the “2008 Plan”), 1,720,000 of which were subject to outstanding Company Stock Options issued pursuant to such plan. Collectively, under the 1997 Plan, the 2003 Plan and the 2008 Plan, the “Company Options Plans”), an aggregate of 3,193,597 shares were reserved for issuance, an aggregate of 2,913,538 of which were subject to outstanding Company Stock Options. The All outstanding shares of Buyer Company Common Stock have been duly authorized are, and validly issued and are fully paid and non-assessable. All of the outstanding all shares of capital stock of Buyer’s Subsidiaries are Company Common Stock reserved for issuance under the Company Option Plans when issued in accordance with the respective terms thereof will be, duly authorized, validly issued, fully paidpaid and non-assessable, free of any Liens other than Liens arising under applicable federal and nonassessable and state securities Laws, not subject to preemptive rightsany pre-emptive rights and issued in compliance with all Agreement and Plan of Merger -9- applicable securities Laws. No shares of Company Common Stock or other Equity Interests or voting interests of the Company, and or any securities convertible into or exchangeable for shares of Company Common Stock or other Equity Interests or voting interests of the Company, are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As Subsidiaries of the Company. (b) Except as set forth in subsection (a) above or as permitted by Section 5.1(b) after the date hereof, (i) neither the Company nor any of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, its Subsidiaries has issued any shares of any character relating to the issued or unissued capital stock or other Equity Interests or voting interests or securities of Buyer convertible into or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of exchangeable for capital stock of, or other equity Equity Interests or voting interests in or other securities ofin, Buyer or any of Buyer’s Subsidiariesthe Company, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other Equity Interests or voting interests to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or other Equity Interests or voting interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares of capital stock, Equity Interests or voting stock, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities, exchangeable securities, or other similar right, agreement or arrangement, (C) redeem or otherwise acquire any such shares of capital stock, other Equity Interests or voting interests or (D) provide any funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. (c) 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. (d) There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or of which the Company is otherwise aware (i) with respect to the voting of, (ii) restricting the transfer of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) granting any preemptive or antidilutive right with respect to, any shares of the capital stock or other Equity Interest or voting interests of the Company or any of its Subsidiaries. (e) No holder of securities in the Company or any of its Subsidiaries has any right to have such securities registered by virtue the Company or any of this Agreementits Subsidiaries, as the case may be. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth a complete and correct list of (i) all outstanding Company Stock Options granted under the Company Option Plans, or otherwise, (ii) the holders thereof, (iii) the number of shares of Company Common Stock issuable thereunder or with respect thereto, (iv) the date of grant and (v) the exercise prices (if any) thereof. Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective by all necessary corporate action. The per share exercise price of each Company Stock Option was equal to or greater than the fair market value of a share of Company Common Stock on the Agreement and Plan of Merger -10- applicable grant date. The Company has not granted, and there is no and has been no Company policy or intentional practice to grant, Company Stock Options prior to, or otherwise intentionally coordinate the grant of Company Stock Options with, the release of material information regarding the Company or its Subsidiaries. The Company Option Plans (and all amendments thereto), as previously provided to Parent, are complete and correct and are in full force and effect. (g) None of the Company or any of its Subsidiaries is a party to any “poison pill”, anti-takeover plan or other similar agreement or understanding relating to any shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with capital stock or other Equity Interests or voting interests of the terms Company or any of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsits Subsidiaries.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Parent consists of (a) 1,000,000 100,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding Parent Common Stock and (b) 75,000,000 5,000,000 shares of Buyer Common Parent Convertible Preferred Stock. As of the close of business on September 30, of which 2022, 2022 (the “Measurement Date”), (i) 42,494,508 31,490,053 shares are outstanding as of the date of this Agreement Parent Common Stock (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no shares are of Parent Common Stock were held by Buyer Subsidiaries and Parent in its treasury, (iii) 11,667 no shares are of Parent Convertible Preferred Stock were issued and outstanding, (iv) no shares of Parent Convertible Preferred Stock were held by Parent in its treasury, (v) 21,172,695 shares of Parent Common Stock were reserved for future issuance pursuant to Parent’s 2018 Omnibus Incentive Plan, the Catalyst 2004 Plan Residual, the Catalyst 2015 Stock Incentive Plan and the Targacept 2006 Plan (of which 8,906,711 shares were subject to Parent Options), (vi) 359,545 shares of Parent Common Stock were reserved for issuance pursuant to Parent’s 2018 Employee Stock Purchase Plan and (vii) no shares of Parent Common Stock were reserved for issuance upon the exercise or conversion of warrants. Neither Parent nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of Parent or such Subsidiary on any matter. Except for changes since the close of business on the Measurement Date resulting from the exercise of any options as described above, as of the date of this Agreement pursuant to Measurement Date, there are no outstanding options granted under the Buyer Benefit Plans. The outstanding (A) shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All capital stock or other voting securities or equity interests of the outstanding Parent, (B) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of Buyer’s Subsidiaries are duly authorizedParent or other voting securities or equity interests of Parent or its Subsidiaries, validly issued, fully paid, and nonassessable and not subject to preemptive (C) stock appreciation rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting “phantom” stock rights, chargesperformance units, interests in or rights to the ownership or earnings of Parent or its Subsidiaries or other encumbrances of any nature whatsoever. As of the date of this Agreementequity-equivalent or equity-based awards or rights, there are no (D) subscriptions, options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangementscalls, commitments, Contracts or understandings other rights to which Buyer is a partyacquire from Parent or its Subsidiaries, whether or not in writingobligations of Parent or any of its Subsidiaries to issue, any shares of capital stock of Parent or any character relating to the issued of its Subsidiaries, voting securities, equity interests or unissued securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Buyer Parent or its Subsidiaries or rights or interests described in the preceding clause (C), or (E) obligations of Parent or any of Buyer’s its Subsidiaries to repurchase, redeem or obligating Buyer otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. (b) Section 4.2(b) of the Parent Disclosure Letter sets forth a true and complete list of all holders of rights to purchase or receive shares of Parent Common Stock or similar rights (collectively, “Parent Stock Awards”), indicating as applicable, with respect to each Parent Stock Award then outstanding, the type of award, the number of shares of Parent Common Stock subject to such Parent Stock Award, the name of the plan under which such Parent Stock Award was granted, the date of grant, exercise or purchase price, vesting schedule, payment schedule (if different from the vesting schedule) and expiration thereof, and whether (and to what extent) the vesting of such Parent Stock Award will be accelerated or otherwise adjusted in any way or any other terms will be triggered or otherwise adjusted in any way by the consummation of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, the Transactions and the other transactions contemplated by this Agreement or otherwise) by the termination of employment or sell engagement or change in position of any holder thereof following or in connection with the Transactions. Each Parent Option was granted with a per share exercise price that is no less than the fair market value of a share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Parent Common Stock issuable pursuant on the date such Parent Option was granted and is exempt from the requirements of Section 409A of the Code. Parent has made available to the Buyer Benefits Plans Contributors a true and complete copy of the forms of all award agreements evidencing outstanding Parent Stock Awards. (iic) by virtue of this Agreement. The shares of Buyer Common Parent Capital Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, Transactions will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to any preemptive rights. (d) To the knowledge of Parent as of the date of this Agreement and as of the Closing, no “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualifying Event”) is applicable to Parent or, to Parent’s knowledge, any Covered Person, except for a Disqualifying Event as to which Rule 506(d)(2)(ii-iv) or (d)(3) of the Securities Act is applicable. “Covered Person” means, with respect to Parent as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1).

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of 8,500,000 shares of Company Common Stock and 4,000,000 shares of Company Preferred Stock, consisting of (a) 1,000,000 1,500,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding designated Series A Preferred Stock (the “Company Series A Preferred Stock”) and (b) 75,000,000 2,500,000 shares designated Series B Preferred Stock (“Company Series B Preferred Stock”). As of Buyer Common Stockthe date hereof, of which (i) 42,494,508 2,968,202 shares are of Company Common Stock (excluding treasury shares) were issued and outstanding as and no shares of Company Common Stock were held by the date of this Agreement (including 77,882 shares Company in the form of unvested performance based restricted stock awards without dividend or voting rights)its treasury, (ii) 1,376,117 shares of Company Series A Preferred Stock were issued and outstanding and no shares are of Company Series A Preferred Stock were held by Buyer Subsidiaries and the Company in its treasury, (iii) 11,667 no shares are of Company Series B Preferred Stock were issued and‌ outstanding and no shares of Company Series B Preferred Stock were held by the Company in its treasury, (iv) 432,807 shares of Company Common Stock were reserved for future issuance as pursuant to Restricted Stock Units awarded pursuant to the Company Equity Plan, (v) 61,942 shares of Company Series A Preferred Stock were reserved for issuance pursuant to the Eight Capital Options Agreement, (vi) 200,004 Company Warrants are issued and outstanding, (vii) 200,004 shares of Company Common Stock were reserved for issuance pursuant to the Company Warrants, and (viii) 236,467 shares of Company Stock were reserved for issuance upon conversion of the date convertible notes issued by the Company set forth in Section 3.2(a) of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessableCompany Disclosure Letter. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are the Company are, and all shares reserved for issuance will be, when issued, duly authorized, validly issued, fully paidpaid and nonassessable. The outstanding shares of capital stock of the Company (A) were not issued in violation of the Company Charter or Company Bylaws (or similar organizational or constituent documents) or any material written bond, and nonassessable and debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument (each, including all amendments thereto, a “Contract”) to which the Company is a party or by which the Company or any of its properties or assets may be bound, (B) were not subject to issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, and (C) have been offered, sold and issued in compliance with applicable Law, including applicable securities Laws. No shares of capital stock of the Company are owned by Buyer or another any Subsidiary of Buyer the Company. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable. All outstanding shares of capital stock and other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by the Company, free and clear of all security interestspledges, claims, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, options, rights of first refusal, encumbrances and security interests of any kind or nature whatsoever (including security interests under the Australian Personal Property Securities Act of 2009 (Cth) and any limitation on voting, sale, transfer or other encumbrances disposition or exercise of any nature whatsoeverother attribute of ownership) (collectively, “Liens”). As Except as set forth in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of the date Company or such Subsidiary on any matter. Except as set forth above in this Section 3.2(a) or in Section 3.2(a) of this Agreementthe Company Disclosure Letter, there are no options, warrants, outstanding (A) shares of capital stock or other similar rightsvoting securities or equity interests of the Company, (B) securities of the Company or any of its Subsidiaries convertible into or exchangeable securitiesor exercisable for shares of capital stock of the Company or other voting securities or equity interests of the Company or any of its Subsidiaries, “phantom stock” rights, (C) stock appreciation rights, “phantom” stock based rights, performance units, agreements, arrangements, commitments, interests in or understandings to which Buyer is a party, whether or not in writing, of any character relating rights to the issued ownership or unissued capital stock or other securities earnings of Buyer the Company or any of Buyer’s its Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in equivalent or other securities of, Buyer equity-based awards or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rights.,

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely Parent consists of (a) 1,000,000 300,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, $0.01 par value $0.00001 per share, of which no shares are outstanding and Parent (b) 75,000,000 shares the “Parent Preferred Stock”). As of Buyer Common Stockthe close of business on November 9, of which 2023 (the “Measurement Date”), (i) 42,494,508 57,996,481 shares of Parent Common Stock (excluding treasury shares) were issued and outstanding, all of which were validly issued, fully paid and nonassessable (which term means that no further sums are outstanding as required to be paid by the holders thereof in connection with the issue of the date such shares) and were free of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting preemptive rights), (ii) no shares are of Parent Common Stock were held by Buyer Subsidiaries and in treasury, (iii) 11,667 an aggregate of 5,950,471 shares are reserved of Parent Common Stock were subject to the exercise of outstanding options to purchase shares of Parent Common Stock issued pursuant to Parent’s 2020 Stock Option and Grant Plan or 2021 Stock Option and Incentive Plan (together, the “Parent Equity Plans”) (the “Parent Options”), (iv) no shares of Parent Preferred Stock were issued and outstanding or held in treasury, and (v) an aggregate of 820,307 shares of restricted stock of Parent outstanding that were issued pursuant to the Parent Equity Plans. Except as set forth above in this Section 5.2(a), Parent does not have any outstanding bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of Parent on any matter. Except as set forth above in this Section 5.2(a) and except for future issuance changes since the close of business on the Measurement Date resulting from the exercise of any options as described above, as of the date of this Agreement pursuant to Measurement Date, there are no outstanding options granted under the Buyer Benefit Plans. The outstanding (A) shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. All capital stock or other voting securities or equity interests of the outstanding Parent, (B) securities of Parent convertible into or exchangeable or exercisable for shares of capital stock of Buyer’s Subsidiaries are duly authorizedParent or other voting securities or equity interests of Parent, validly issued, fully paid, and nonassessable and not subject to preemptive (C) stock appreciation rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting “phantom” stock rights, chargesperformance units, interests in or rights to the ownership or earnings of Parent or other encumbrances of any nature whatsoever. As of the date of this Agreementequity equivalent or equity-based awards or rights, there are no (D) subscriptions, options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangementscalls, commitments, Contracts or other rights to acquire from Parent, or obligations of Parent to issue, any shares of capital stock of Parent, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Parent or rights or interests described in the preceding clause (C), or (E) obligations of Parent to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Buyer Parent is a party, whether party or not in writing, of any character relating which Parent has knowledge with respect to the issued holding, voting, registration, redemption, repurchase or unissued disposition of, or that restricts the transfer of, any capital stock or other voting securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities ofof Parent. (b) Section 5.2(b) of the Parent Disclosure Letter sets forth a correct and complete list of all outstanding Parent Options, Buyer or any of Buyer’s Subsidiariesincluding, except for with respect to each Parent Option: (i) shares the name of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and holder, (ii) number of shares of Parent Common Stock subject to each Parent Option, (iii) the number of such shares that are vested or unvested, (iv) the grant date, (v) the vesting commencement date, (vi) the vesting schedule (and the terms of any acceleration thereof), (vii) the exercise price per share, (viii) whether such Parent Option was designated an “incentive stock option” under Section 422 of the Code, (ix) the post-termination exercise period, and (x) whether such Parent Option was granted with an “early exercise” right in favor of the holder. (c) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.001 per share, of which 1,000 shares are issued and outstanding, all of which shares are beneficially owned by virtue of this Agreement. Parent. (d) The shares of Buyer Parent Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, Merger will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to any preemptive rights.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted Beta consists solely of (a) 1,000,000 250,000,000 shares of Beta Common Stock and (b) 5,000,000 shares of preferred stock, $0.01 par value $0.0001 per share. As of March 13, of which no shares are outstanding and 2019 (b) 75,000,000 shares of Buyer Common Stockthe “Capitalization Date”), of which (i) 42,494,508 128,160,291 shares are outstanding as of the date Beta Common Stock were issued and outstanding, all of this Agreement (including 77,882 shares in the form which were validly issued, fully paid and nonassessable and were free of unvested performance based restricted stock awards without dividend or voting preemptive rights), (ii) no 13,079,422 shares are held by Buyer Subsidiaries and of Beta Common Stock were available to be issued under the Beta Stock Plans, (iii) 11,667 shares are reserved for future issuance as of the date of this Agreement pursuant 3,519,680 options (“Beta Options”) to outstanding options granted under the Buyer Benefit Plans. The outstanding purchase shares of Buyer Beta Common Stock have been duly authorized granted under the Beta Stock Plans or otherwise and validly have not expired or been forfeited or exercised, (iv) 4,293,158 Beta restricted stock units (including those subject to the achievement of performance or market conditions) have been granted under the Beta Stock Plans or otherwise (“Beta RSUs”), (v) 87,452 Beta phantom stock appreciation rights (“Beta SARs”) were issued and are fully paid outstanding, (vi) 21,630 shares of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) were issued and non-assessable. All outstanding, (vii) no shares of Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) were issued and outstanding, (viii) 614,177 shares of Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) were issued and outstanding, (ix) no shares of Series D Preferred Stock (together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Beta Preferred Stock”) were issued and outstanding, (x) 1,831,025 Class A Warrants to purchase one share of Beta Common Stock (the “Class A Warrants”), (xi) 1,831,025 Class B Warrants to purchase one share of Beta Common Stock (the “Class B Warrants”) and (xii) the 2017 Warrants to purchase a number of shares of Beta Common Stock equal to 4.99% of the Beta Common Stock outstanding shares on a fully diluted basis (collectively, with the Class A Warrants and the Class B Warrants, the “Beta Warrants”). Except as set forth above and as set forth on Section 4.2(a) of capital stock of Buyer’s Subsidiaries are duly authorizedthe Beta Disclosure Letter, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As as of the date of this Agreement, (A) there are no options, warrants, not outstanding or authorized any (1) shares of capital stock or other similar rightsvoting securities of Beta, (2) securities of Beta convertible into or exchangeable securitiesfor shares of capital stock or voting securities of Beta, “phantom (3) options or other rights to acquire from Beta, and no obligation of Beta to issue, any capital stock” rights, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Beta or (4) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock based performance unitsor similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, Beta (the items in the preceding clauses (1)-(4), the “Beta Securities”), (B) there are no outstanding obligations of Beta to repurchase, redeem or otherwise acquire any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Beta and (C) there are no other options, calls, warrants or other rights, agreements, arrangements, commitments, arrangements or understandings to which Buyer is a party, whether or not in writing, commitments of any character relating to the issued or unissued capital stock or other securities of Buyer Beta or any of Buyer’s its Subsidiaries or obligating Buyer to which Beta or any of Buyerits Subsidiaries is a party. Since the Capitalization Date through the date hereof, neither Beta nor any of its Subsidiaries has (I) issued any Beta Securities or incurred any obligation to make any payments to any Person based on the price or value of any Beta Securities or (II) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Beta Securities. Except as set forth on Section 4.2(a) of the Beta Disclosure Letter, neither Beta nor any of Beta’s Subsidiaries is a party to issue (whether upon conversionany agreement relating to the voting of, exchangerequiring registration of, or otherwisegranting any preemptive right, anti-dilutive rights or rights of first refusal or similar rights with respect to any securities of Beta or any of Beta’s Subsidiaries. (b) Section 4.2(b) of the Beta Disclosure Letter sets forth a list of the holders of Beta Options, Beta RSUs and Beta SARs (collectively, the “Beta Awards”) as of the Capitalization Date, including (to the extent applicable) the date on which each such Beta Award was granted, the number of shares of Beta Common Stock subject to such Beta Award, the expiration date, the price at which such Beta Award may vest and/or be exercised (if any) under an applicable plan and the vesting schedule and status of each such Beta Option or sell Beta RSU. All shares of Beta Common Stock issuable upon exercise of a Beta Award have been duly reserved for issuance by Beta. Section 4.2(b) of the Beta Disclosure Letter sets forth the current liquidation value of each class of Beta Preferred Stock as of the Capitalization Date. (c) Subject to the receipt of the Beta Stockholder Approval, upon issuance, the shares of Beta Common Stock issuable in connection with the Beta Share Issuance will be duly authorized, fully paid, non-assessable and free and clear of any share Liens other than Liens imposed by applicable securities Laws. (d) Beta and the counterparties thereto have entered into the Preferred Repurchase Agreement, attached hereto as Exhibit E, and the Warrant Amendment, attached hereto as Exhibit F. As of the date hereof, each of the Preferred Repurchase Agreement and the Warrant Amendment (i) are in full force and effect, (ii) have been duly executed by Beta and, to Beta’s knowledge, the other parties thereto and are the valid and binding obligations of Beta and, assuming the due authorization, execution and delivery of the Preferred Repurchase Agreement and the Warrant Amendment by each other party thereto, each other party thereto, and (iii) are enforceable in accordance with their respective terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (e) Each of the outstanding shares of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyereach of Beta’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be Subsidiaries is duly authorized, validly issued, fully paid, paid and nonassessable and will all such shares are owned by Beta or another wholly-owned Subsidiary of Beta and are owned free and clear of all Liens of any nature whatsoever, except where any such failure to own any such shares free and clear would not, individually or in the aggregate, reasonably be expected to have a Beta Material Adverse Effect. Section 4.2(e) of the Beta Disclosure Letter sets forth a true and complete list of each Subsidiary of Beta and its jurisdiction of incorporation or organization. Except as set forth Section 4.2(e) of the Beta Disclosure Letter, there are not be subject outstanding or authorized (i) securities of any of Beta’s Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of such Subsidiary or (ii) options or other rights to preemptive rightsacquire from any of Beta’s Subsidiaries, and no obligation of any of Beta’s Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of such Subsidiary. Neither Beta nor any of its Subsidiaries own or have the power to vote or hold the right to acquire nor have the obligation to contribute capital to, or in respect of, the shares of capital stock or other equity securities or joint venture interest of any Person (other than Beta’s Subsidiaries).

Capital Stock. (a) As of November 30, 2024the date hereof, the authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock, of which (i) 42,494,508 2,500,000 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)Existing Class A Common Stock, (ii) no 2,500,000 shares are held by Buyer Subsidiaries of Existing Class B Common Stock and (iii) 11,667 3,000,000 shares are reserved for future issuance as of the 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share. As of the date hereof, (w) 1,672,352 shares of this Agreement pursuant Existing Class A Common Stock are issued and outstanding, (x) 19,118 shares of Existing Class B Common Stock are issued and outstanding, (y) no shares of Preferred Stock are issued and outstanding and (z) 422,549 shares of Existing Class A Common Stock are subject to outstanding options granted under the Buyer Benefit Plansissuance upon exercise of Exercise Options. The All issued and outstanding shares of Buyer Common Stock capital stock of the Company and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessablenonassessable, and are not subject to any preemptive rights. All Except as set forth in this Section 3.3, as of the outstanding date hereof, no shares of capital stock or other equity securities of Buyer’s Subsidiaries the Company are issued, reserved for issuance or outstanding. Except as described in this Section 3.3, as set forth in Section 3.3 of the Company Disclosure Letter or as contemplated by this Agreement, the Company is not party to any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which obligates the Company to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any shares of the capital stock of the Company. Stock Purchase Agreement (b) Immediately after the Reclassification, the shares of Class B Common Stock and the shares of Preferred Stock held by each Seller will be duly authorized, validly issued, fully paid, fully-paid and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreementnonassessable. The shares of Buyer Common Preferred Stock to be issued pursuant to this Agreementthat are being purchased by the Purchasers hereunder, when issued issued, sold and delivered in accordance with the terms of the Charter Amendment and this Agreement, and the shares of Class A Common Stock, when issued upon the conversion of the Preferred Stock in accordance with the terms of the Company Certificate of Designations, will be duly authorized, validly issued, fully fully-paid, and nonassessable nonassessable. (c) After giving effect to the transactions contemplated by this Agreement and the Restructuring Agreement, assuming that the Holdings Charter and the Holdings Certificate of Designations are accepted for filing by the Secretary of State of the State of Delaware, and upon the exercise by each Option Exercise Seller of all of his or her Exercise Options, the authorized, issued and outstanding equity capitalization of Holdings at the Closing will not be subject to preemptive rights.as set forth on Schedule I.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted Acquiror consists solely of (ai) 1,000,000 75,000,000 shares of Acquiror Stock, of which an aggregate of 16,565,840 shares of Acquiror Stock were issued and outstanding as of the close of business on December 12, 1996 and no shares were held in the treasury of Acquiror as of the close of business on December 12, 1996; and (ii) 25,000,000 shares of preferred stock, par value $0.01 par value per share, of Acquiror, of which no shares are were issued and outstanding and (b) 75,000,000 on December 12, 1996. As of the close of business on December 12, 1996, there were outstanding under Acquiror Option Plans options to purchase an aggregate of 883,843 shares of Buyer Common StockAcquiror Stock (subject to adjustment on the terms set forth in Acquiror Option Plans). As of December 12, 1996, Acquiror had no shares of which (i) 42,494,508 its capital stock reserved for issuance other than shares are outstanding of Acquiror Stock reserved for issuance pursuant to Acquiror Option Plans. Except as set forth above, as of the date of this Agreement Agreement, there are no securities convertible into or exchangeable for, or options, warrants, calls, subscriptions, rights or Contracts of any kind to which Acquiror or any of its Subsidiaries is a party to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Acquiror or of any of its Subsidiaries. (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights), (iib) no shares are held by Buyer Subsidiaries and (iii) 11,667 shares are reserved for future issuance as All of the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock capital stock of Acquiror have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Acquiror Stock to be issued pursuant to this Agreementin the Merger are duly authorized and, when issued in accordance with the terms of this AgreementAgreement (including the approval by the stockholders of Acquiror of the issuance thereof), will be duly authorized, and validly issued, fully paid, non-assessable and nonassessable free of preemptive rights. Except as listed in Schedule 6.04, there are no outstanding (i) shares of capital stock or other voting securities of Acquiror, (ii) securities of Acquiror convertible into or exchangeable for shares of capital stock or other voting securities of Acquiror, (iii) options or other rights to acquire from Acquiror, or other obligations of Acquiror to issue, any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or voting securities of Acquiror or (iv) bonds, debentures, notes or other obligations or securities other than Acquiror Common Stock the holders of which have the right to vote with the stockholders on any matter (the items in clauses (i), (ii), (iii) and will not be subject (iv) being referred to collectively as the "ACQUIROR SECURITIES"). There are no outstanding obligations of Acquiror to repurchase, redeem or otherwise acquire any Acquiror Securities. No class of capital stock of Acquiror is entitled to preemptive rights.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 25,000,000 Shares and 25,000,000 shares of preferred stock, $0.01 par value per share, stock (of which no shares are outstanding and (b) 75,000,000 shares 18,924 constitute Preferred Shares). As of Buyer Common Stockthe close of business on April 8, of which 2011, (i) 42,494,508 shares are outstanding as of the date of this Agreement 8,404,879 Shares (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)excluding treasury shares) were issued and outstanding, (ii) no shares are 61,000 Shares were held by Buyer Subsidiaries and the Company in its treasury, (iii) 11,667 shares are 14,162 Preferred Shares were issued and outstanding, (iv) 600,000 Shares were reserved for future issuance as of the date of this Agreement pursuant to Company Warrant Agreements (of which 600,000 shares were subject to outstanding options granted under the Buyer Benefit Plans. The Company Warrants), and (v) 3,703,046 Shares were reserved for issuance pursuant to Company Stock Plans (of which 2,431,480 shares were subject to outstanding shares of Buyer Common Company Stock have been duly authorized and validly issued and are fully paid and non-assessableOptions). All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized, validly issued, fully paidthe Company are, and nonassessable and not subject to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations shares reserved for issuance as noted in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue clauses (whether upon conversion, exchange, or otherwiseiv) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (iiv) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreementabove will be, when issued in accordance with the terms of this Agreementthereof, will be duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to any preemptive rights. No shares of capital stock of the Company are owned by any Subsidiary of the Company. Other than in connection with the Bridge Financing Arrangement, neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of the Company or such Subsidiary on any matter. Except as set forth above in this Section 3.2(a) and except for changes since April 8, 2011 resulting from the exercise of Company Warrants and Company Stock Options described in Section 3.2(c), there are no outstanding (A) shares of capital stock or other voting securities or equity interests of the Company, (B) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of the Company or other voting securities or equity interests of the Company or any of its Subsidiaries, (C) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based award or right, (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock of the Company or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries or rights or interests described in clause (C), or (E) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or on file with the Company with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other equity interest of the Company or any of its Subsidiaries. (b) All the outstanding shares of capital stock or other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights. All of the shares of capital stock or other voting securities or equity interests of each such Subsidiary are owned, directly or indirectly, by the Company, free and clear of all pledges, claims, liens, charges, options, rights of first refusal, encumbrances and security interests of any kind or nature whatsoever (including any limitation on voting, sale, transfer or other disposition or exercise of any other attribute of ownership other than those imposed by Gaming Laws) (collectively, “Liens”) other than Liens resulting from federal or state securities laws. (c) Section 3.2(c) of the Company Disclosure Letter sets forth, as of April 8, 2011, a true and complete list of all holders of outstanding Company Warrants, Company Stock Options or other rights to purchase or receive Shares or similar rights granted under the Company Stock Plans or otherwise (collectively, “Company Stock Awards”), indicating as applicable, with respect to each Company Stock Award then outstanding, the type of award granted, the number of Shares subject to such Company Stock Award, the name of the plan or reference to the Company Warrant Agreement under which such Company Stock Award was granted, the date of grant, exercise or purchase price, vesting schedule (if any), payment schedule (if different from the vesting schedule) and expiration thereof, and whether (and to what extent) the vesting of such Company Stock Award will be accelerated or otherwise adjusted in any way or any other terms will be triggered or otherwise adjusted in any way 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 Merger. The Company has made available to Parent true and complete copies of all Company Warrants, Company Stock Plans and the forms of all Company Warrant Agreements and stock option agreements evidencing outstanding Company Warrants and Company Stock Options, respectively.

Capital Stock. As of November 30, 2024, the (a) The authorized capital stock of Buyer consisted solely the Company consists of (a) 1,000,000 shares of 100,000,000 Common Shares and 10,000,000 preferred stockshares, $0.01 0.001 par value per share(“Company Preferred Shares”). As of December 8, of which no shares are outstanding and (b) 75,000,000 shares of Buyer Common Stock2010, of which (i) 42,494,508 shares are outstanding as of the date of this Agreement (including 77,882 shares in the form of unvested performance based restricted stock awards without dividend or voting rights)12,821,928 Common Shares were issued and outstanding, (ii) no shares are Common Shares were held by Buyer Subsidiaries and in treasury, (iii) 11,667 shares are 3,000,000 Common Shares were reserved for future issuance under the equity incentive plan of the Company (the “Company Share Plans”), (iv) there were Options to purchase 1,786,112 Common Shares outstanding and Warrants to purchase 315,215 Common Shares outstanding, and (v) no Company Preferred Shares were issued or outstanding. All outstanding Common Shares, and all Common Shares reserved for issuance as of noted in clauses (iii) and (iv), when issued in accordance with the date of this Agreement pursuant to outstanding options granted under the Buyer Benefit Plans. The outstanding shares of Buyer Common Stock have been duly authorized and validly issued and respective terms thereof, are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are or will be duly authorized, validly issued, fully paidpaid and non-assessable and free of pre-emptive or similar rights and issued in compliance in all material respects with all applicable securities Laws. All Company Stock Options and Company Warrants are evidenced by stock option or warrant agreements, true and correct copies of each outstanding Company Stock Option and Company Warrant have been delivered to Merger Sub and a true and correct copy of the form of Warrant has been delivered to Merger Sub. All outstanding Company Warrants are in the same form as the form of Warrant that has been delivered to Merger Sub. Section 3.2(a) of the Company Disclosure Schedule sets forth a true, complete and correct list of all persons who hold outstanding Company Stock Options or Company Warrants indicating, with respect to each Company Stock Option and Company Warrant, the number of shares of Common Shares subject to such Company Stock Option or Company Warrant, and nonassessable the exercise price, date of grant, vesting schedule and not subject expiration date thereof. There are no Company Stock Options intended to preemptive rights, and are owned by Buyer or another Subsidiary of Buyer free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, or other encumbrances of any nature whatsoever. As qualify as an “incentive stock option” under Section 422 of the date Code. (b) At Closing, the Company will not have any shares of this Agreementcapital stock issued or outstanding other than the 12,821,928 Common Shares referred to in Section 3.2(a) above or that have become outstanding after December 8, 2010 upon exercise of Company Stock Options or Company Warrants set forth in Section 3.2(a) of the Disclosure Schedule above. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding subscriptions, options, warrants, calls, convertible securities or other rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar rightsright, convertible agreement or exchangeable securitiesarrangement, “(C) redeem or otherwise acquire, or vote or dispose of, any such shares of capital stock or other equity interests, or (D) provide any funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. There are no outstanding or authorized stock appreciation, phantom stock” rights, stock appreciation rightsprofit participation or other similar rights with respect to the Company or any of its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries has outstanding bonds, stock based performance unitsdebentures, 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. (d) There are no shareholder agreements, arrangements, commitments, voting trusts or other agreements or understandings to which Buyer the Company or any of its Subsidiaries or to the Knowledge of the Company any other Person is a party, whether or not in writing, of any character relating party with respect to the issued voting, transfer or unissued registration of the capital stock or other securities equity interests of Buyer the Company or any of Buyer’s its Subsidiaries or obligating Buyer granting any Person the right to elect, designate or any of Buyer’s Subsidiaries nominate a director to issue the Board. (whether upon conversion, exchange, or otherwisee) or sell any share All outstanding shares of capital stock of, or other equity interests in or other securities ofin, Buyer or any each Subsidiary of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be Company are duly authorized, validly issued, fully paid, paid and nonassessable and will not be subject to preemptive free of pre-emptive or similar rights. All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are owned by the Company or a wholly-owned Subsidiary of the Company free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind or nature whatsoever (each, a “Lien”).

Capital Stock. As (i) In the case of November 30, 2024AmSouth only, the authorized capital stock of Buyer consisted solely AmSouth consists of (a) 1,000,000 750,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are outstanding AmSouth Common Stock and (b) 75,000,000 2,000,000 shares of Buyer Common AmSouth Preferred Stock, of which (i) 42,494,508 shares are outstanding which, as of the date of this Agreement Agreement, (A)346,873,580 shares of AmSouth Common Stock were issued and outstanding, (B) no shares of AmSouth Preferred Stock were issued and outstanding, and not more than 382,873,580 shares of AmSouth Common Stock and no shares of AmSouth Preferred Stock will be issued and outstanding immediately prior to the Effective Time. As of the date of this Agreement, no more than 36,000,000 shares of AmSouth Common Stock, in the aggregate, were subject to (A) AmSouth Stock Options granted under AmSouth Stock Plans (B) outstanding Rights under the AmSouth Stock Plans. As of the date of this Agreement, no more than 69,027,842 shares of AmSouth Common Stock were reserved for issuance pursuant to the AmSouth Option Agreement. Except as set forth in this Section 3.3(c)(i), as contemplated by the AmSouth Rights Plan or the AmSouth DRIP or as specifically set forth in Section 3.3(c)(i) of AmSouth's Disclosure Letter (which shall set forth in detail (including 77,882 shares in the form of unvested performance based restricted exercise prices) all outstanding (i) stock awards without dividend or voting rights)options, (ii) no shares are held by Buyer Subsidiaries stock appreciation rights and (iii) 11,667 restricted stock and restricted stock units under AmSouth Stock Plans), there are no shares of AmSouth Capital Stock or other equity securities of AmSouth outstanding and no outstanding Rights relating to the AmSouth Capital Stock, and no Person has any Contract or any right or privilege (whether pre-emptive or contractual) capable of becoming a Contract or Right for the purchase, subscription or issuance of any securities of AmSouth. All of the Outstanding shares of AmSouth Capital Stock are reserved for future issuance duly and validly authorized, issued and outstanding and are fully paid and nonassessable. None of the outstanding shares of AmSouth Capital Stock has been issued in violation of any preemptive or similar rights of the current or past stockholders of AmSouth. (ii) In the case of Regions only, the authorized capital stock of Regions consists of 1,500,000,000 shares of Regions Common Stock and 10,000,000 shares of Regions Preferred Stock, of which, as of the date of this Agreement pursuant Agreement, (A) 456,116,552 shares of Regions Common Stock were issued and outstanding, and (B) no shares of Regions Preferred Stock were issued and outstanding, and not more than 485,916,552 shares of Regions Common Stock will be issued and outstanding immediately prior to outstanding options the Effective Time. As of the date of this Agreement, no more than 29,800,000 shares of Regions Common Stock, in the aggregate, were subject to (A) Regions Stock Options granted under the Buyer Benefit Regions Stock Plans and (B) outstanding Rights under the Regions Stock Plans. The As of the date of this Agreement, no more than 90,767,194 shares of Regions Common Stock were reserved for issuance pursuant to the Regions Option Agreement. Except as set forth in this Section 3.3(c)(ii), as contemplated by the Equiserve Investment Plan for Regions (the "REGIONS DRIP") or as specifically set forth in Section 3.3(c)(ii) of Regions's Disclosure Letter (which shall set forth in detail (including exercise prices) all outstanding (i) stock options, (ii) stock appreciation rights and (iii) restricted stock and restricted stock units under Regions Stock Plans), there are no shares of Regions Capital Stock or other equity securities of Regions outstanding and no outstanding Rights relating to the Regions Capital Stock, and no Person has any Contract or any right or privilege (whether pre-emptive or contractual) capable of becoming a Contract or Right for the purchase, subscription or issuance of any securities of Regions. All of the Outstanding shares of Regions Capital Stock are duly and validly authorized, issued and outstanding and are fully paid and nonassessable. None of the outstanding shares of Buyer Common Regions Capital Stock has been issued in violation of any preemptive or similar rights of the current or past stockholders of Regions. (iii) All the outstanding shares of capital stock of each of its Subsidiaries owned by it or a Subsidiary of it have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding shares of capital stock of Buyer’s Subsidiaries are duly authorized(except, validly issuedwith respect to bank Subsidiaries, fully paid, and nonassessable and not subject to preemptive rightsas provided under applicable state Law) nonassessable, and are owned by Buyer it or another a Subsidiary of Buyer it free and clear of all security interests, liens, claims, pledges, taking actions, agreements, limitations in Buyer’s voting rights, charges, Liens or other encumbrances of any nature whatsoever. As of the date of this Agreement, there are no options, warrants, or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments, or understandings to which Buyer is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of Buyer or any of Buyer’s Subsidiaries or obligating Buyer or any of Buyer’s Subsidiaries to issue (whether upon conversion, exchange, or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, Buyer or any of Buyer’s Subsidiaries, except for (i) shares of Buyer Common Stock issuable pursuant to the Buyer Benefits Plans and (ii) by virtue of this Agreement. The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable and will not be subject to preemptive rightsRights.