Common use of Capital Structure Clause in Contracts

Capital Structure. (i) The authorized capital stock of Alpha consists of 100,000,000 shares of Alpha Common Stock. As of December 14, 2001, 44,174,096 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiaries.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists entirely of (i) 100,000,000 shares of Alpha Company Common Stock and (ii) 25,000,000 shares of Preferred Stock, par value $0.01 per share, of the Company (“Company Preferred Stock”). As At the close of December business on April 14, 2001, 44,174,096 2005 (i) 24,766,479 shares of Alpha Company Common Stock were issued and outstanding and no other outstanding; (ii) 2,784,635 shares of capital stock Company Common Stock were held by the Company in its treasury; (iii) 1,285,332 shares of Alpha Company Common Stock were subject to issued and outstanding Company Stock Options granted under the Company Stock Option Plans; (iv) no more than 5,000 shares of Company Common Stock were subject to issued and outstanding options or other rights to acquire Company Common Stock under the ESPP; and (v) no shares of Company Preferred Stock were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are the Company are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class not subject to or issued in violation of preemptive rights. (b) Set forth on Schedule 3.3(b) of the Company Disclosure Letter is (i) the authorized capital stock or other equity interests of each of the Subsidiaries and the issued and outstanding shares or other equity interests of each of the Subsidiaries of the Company (including shares of restricted stock); (ii) shares of stock or other equity interests held by the relevant Subsidiary in its treasury; (iii) shares or other equity interests of the relevant Subsidiary that were subject to issued and outstanding options granted under relevant stock option plans; and (iv) shares of preferred stock of each Subsidiary of the Company. All outstanding shares or other equity interests of capital stock of Alpha is entitled each of the Subsidiaries are, and all shares or other equity interests that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are outstanding . (c) Except as set forth in Section 3.3(a) and (b), as of April 14, 2005, (1) there are not issued, reserved for issuance or outstanding (i) any shares of capital stock or other voting securities of the date hereof no optionsCompany or any of its Subsidiaries, warrants (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or any of its Subsidiaries, or (iii) any warrants, calls, options or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha Company or any of its Subsidiaries is a party any capital stock, voting securities or by which securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of them is bound obligating Alpha its Subsidiaries and (2) there are no outstanding obligations of the Company or any of its Subsidiaries to (i) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or other voting securities of Alpha the Company or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to (ii) repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiariessuch securities.

Capital Structure. (i) The authorized capital stock of Alpha consists of 100,000,000 shares of Alpha Common Stock. As of December 14, 2001, 44,174,096 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of the authorized capital stock of Alpha or any other securities the Company consists of Alpha have been issued other than 25,000,000 shares of Alpha Company Common Stock Stock, of which 13,478,272 shares are issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plansand outstanding. All issued and outstanding shares of the capital stock of Alpha the Company are duly authorized, validly issued, fully paid and nonassessable, and no . No class of Company capital stock of Alpha is entitled to preemptive rights. There None of the issued and outstanding shares of Company Common Stock have been issued in violation of any preemptive rights of current or past holders of any class of Company capital stock or are outstanding as subject to any preemptive rights of current or past Company shareholders granted by the Company. As of the date hereof of this Agreement, there are no outstanding options, warrants warrants, indebtedness convertible into capital stock or other rights to acquire capital stock from Alpha the Company other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options"i) Options representing in the aggregate the right to purchase 6,619,900 1,353,442 shares of Alpha Company Common Stock under the Alpha Company Stock PlansOption Plan and (ii) up to 50,000 shares of Company Common Stock available under the ESPP. Section 5.1(b) of the Alpha The Company Disclosure Schedule sets forth a complete and correct list the name of each person holding outstanding Options, the number of shares which may be purchased upon exercise of such Options, the expiration date of such Options as of a recent the date of all outstanding Alpha Stock Options this Agreement and the exercise prices thereofprice per Share of such Options. (ii) No All of the issued and outstanding shares of capital stock of the Company Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and are owned by the Company, free and clear of any liens, claims, encumbrances, restrictions, preemptive rights or any other claims of any third party (“Liens”). Except for the capital stock of the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any Person. (iii) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of Alpha the Company having the right to vote on any matters on which stockholders of Alpha shareholders may vote ("Alpha “Company Voting Debt"”) are issued or outstanding. (iiiiv) Except as otherwise set forth in this Section 5.1(b), as of Other than the date of this AgreementOptions and the ESPP, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound obligating Alpha the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha the Company or any of its Subsidiaries Company Subsidiary or obligating Alpha the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any of its SubsidiariesCompany Subsidiary.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 shares of Alpha 95,000,000 Common StockShares and 5,000,000 Preferred Shares. As of December 14the Capitalization Time: (i) 34,400,502 Common Shares were issued and outstanding, 2001(ii) no Common Shares were issued and held by the Company in its treasury, 44,174,096 shares of Alpha Common Stock (iii) 1,777,778 Preferred Shares were issued and outstanding and no other shares Preferred Shares were held by the Company in its treasury; (iv) $6,888,000 aggregate principal amount of capital stock of Alpha Company Notes were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha ; and (v) no Common Stock Shares were reserved for issuance upon exercise of options outstanding under Alpha other than (A) 3,522,799 Common Shares reserved for issuance pursuant to the Company’s Stock Plans, assuming maximum performance under outstanding Company Equity Awards, (B) 129,546 Common Shares reserved for issuance in respect of the Company Notes and (C) 5,333,334 Common Shares reserved for issuance in respect of the Preferred Shares. As of December 14, 2001From the Capitalization Time until the time at which this Agreement is executed, no shares Common Shares or Preferred Shares or securities convertible into or exercisable for Common Shares or Preferred Shares (including for the avoidance of Alpha doubt Company Options, Company PSUs or Company RSUs) have been repurchased or redeemed or issued (other than with respect to the exercise, vesting or settlement of Company Equity Awards outstanding prior to the Capitalization Time and pursuant to the terms of the applicable Stock Plan in effect on the Capitalization Time). (b) Except for the Preferred Shares and Company Notes, neither the Company nor any of its Subsidiaries have outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the Company on any matter or with the equity holders of any of the Company’s Subsidiaries on any matter, respectively. (c) Each Company Option (i) was granted in compliance with all applicable Laws and all the terms and conditions of the Stock Plan pursuant to which it was issued, and (ii) has an exercise price per Common Stock were held Share equal to or greater than the fair market value of a Share on the date of such grant. (d) Section 5.2(d) of the Company Disclosure Schedule sets forth, as treasury shares. Since December 14, 2001 to of the date of this Agreement: (i) each of the Company’s Subsidiaries; (ii) whether or not each such Subsidiary is a Wholly Owned Subsidiary (any Subsidiary that is not a Wholly Owned Subsidiary, no shares a “Non-Wholly Owned Subsidiary”); and (iii) for each Non-Wholly Owned Subsidiary, (A) the percentage of the Company’s ownership interest and the number and type of capital stock of Alpha or any other securities owned by the Company in each such Subsidiary, and (B) the percentage of Alpha have been issued such other than shares Person or Persons’ ownership interest and the number and type of Alpha Common Stock issued pursuant to options capital stock or rights outstanding as other securities owned by such other Person or Persons in each such Subsidiary, and the name and jurisdiction of December 14, 2001 under organization of such other Person or Persons. (e) All of the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha the Company (including, for the avoidance of doubt, the Common Shares and the Preferred Shares) have been duly authorized and are validly issued, fully paid and non-assessable and free and clear of any Encumbrance (other than any Permitted Encumbrance). Upon the issuance of any Common Shares in accordance with the terms of the Stock Plans in effect at the Capitalization Time, such Common Shares will be duly authorized, validly issued, fully paid and nonassessable, non-assessable and no class free and clear of any Encumbrance (other than any Permitted Encumbrance). Each of the outstanding shares of capital stock of Alpha is entitled to preemptive rights. There are outstanding as each of the date hereof no optionsCompany’s Subsidiaries is duly authorized, warrants validly issued, fully paid and non-assessable and, except for any shares of capital stock or other rights to acquire capital stock from Alpha securities of any Non-Wholly Owned Subsidiaries owned by such Persons contemplated by Section 5.2(d)(iii)(B), owned by the Company or by a Wholly Owned Subsidiary of the Company, free and clear of any Encumbrance (other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereofany Permitted Encumbrance). (iif) No bondsExcept as set forth in Section 5.2(a), debenturesSection 5.2(b), notes Section 5.2(c), Section 5.2(e) and the Company Notes, there are no preemptive, antidilutive or other indebtedness outstanding rights, subscriptions, options, warrants, conversion rights, exchangeable rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of Alpha having any kind that obligate the Company or any of its Subsidiaries to issue, transfer, exchange, register, redeem, acquire or sell any shares of capital stock, equity or voting interest or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person other than the Company a right to vote on subscribe for, purchase or acquire, any matters on which stockholders securities of Alpha may vote ("Alpha Voting Debt") the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (iiig) Except as otherwise set forth in this Section 5.1(b), as of for the date of this AgreementSupport Agreements, there are no securities, options, warrants, calls, rights, commitments, voting agreements, arrangements voting trusts, stockholders agreements, proxies or undertakings of any kind other agreements or understandings to which Alpha the Company or any of its Subsidiaries is a party or by which any with respect to the voting of them is bound obligating Alpha or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock or other voting securities of Alpha equity interest of, restricting the transfer of, or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issueproviding for registration rights with respect to, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha Company or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 shares of Alpha Company Common Stock, per value $0.001 per share, and 2,000,000 shares of Company Preferred Stock, par value $0.001 per share, 1,000,000 shares of which are designated Series A Junior Participating Preferred Stock, 200,000 of which are designated Series B Convertible Preferred Stock and 40,000 of which are designated Series C Convertible Preferred Stock, of which 73,531,703 shares of Company Common Stock are issued and outstanding, 1,143 shares of Company Common Stock are held by the Company in its treasury, no shares of the Company Series A Junior Participating Preferred Stock are issued and outstanding, no shares of the Company's Series B Preferred Stock are issued and outstanding, and 4,248 shares of the Company's Series C Convertible Preferred Stock (including 1,379 shares issuable upon exercise of outstanding warrants to purchase Series C Convertible Preferred Stock) are issued and outstanding (subject to any changes in the outstanding Common Stock after the Agreement Date solely as a result of the issuance of any shares of Company Common Stock after the Agreement Date pursuant to the exercise of Company Options, or the conversion of Convertible Notes or Company Preferred Stock, that were outstanding on the Agreement Date). As of December 14the Agreement Date, 2001, 44,174,096 the outstanding shares of Alpha Series C Convertible Preferred Stock, together with all shares of Series C Convertible Preferred Stock issuable upon exercise of outstanding warrants to purchase Series C Convertible Preferred Stock, are convertible into 16,030,188 shares of Company Common Stock. (ii) Not more than 7,335,227 shares of the Company Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were are reserved for issuance upon exercise of outstanding Company Options (1,380,686 of which are issuable pursuant to options outstanding under Alpha Stock Plans. As having an exercise price of December 14less than $0.52), 2001assuming a net, or "cashless," exercise of such options, and, except as set forth in Section 4.1(c) of the Company Disclosure Schedule, there are no options, warrants or rights to acquire any shares of Alpha the Company's capital stock or any other securities of the Company outstanding other than such Company Options, the Convertible Notes and the outstanding Series C Preferred Stock. Section 4.1(c) of the Company Disclosure Schedule sets forth a true and complete list of the outstanding Company Options as of the Agreement Date, setting forth in each case the issue date of such Company Option, the number of shares of Company Common Stock were held as treasury shares. Since December 14subject to such Company Option, 2001 to the date exercise price and vesting schedule of such Company Option, and a description of any acceleration of such option which will be triggered by the Offer, the execution of this AgreementAgreement and the Company Ancillary Agreements or the Closing of the Merger. (iii) Except as set forth in this Section 4.1(c), at the close of business on the Agreement Date, no shares of capital stock, stock of Alpha appreciation rights or any other equity or voting securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options the Company were issued, reserved for issuance or rights outstanding as of December 14, 2001 under the Alpha Stock Plansoutstanding. All issued and outstanding shares of capital stock of Alpha are the Company are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiaries.not subject to

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 200,000,000 shares of Alpha Company Common Stock and 24,000,000 shares of preferred stock, par value $1.00 per share ("Company Preferred Stock" and, together with the Company Common Stock, the "Company Capital Stock"). As At the close of December 14business on July 31, 20012005, 44,174,096 (i) 79,943,633 shares of Alpha Company Common Stock (each together with a Company Right) and no shares of Company Preferred Stock were issued and outstanding and no other outstanding, (ii) 37,206,960 shares of capital stock of Alpha Company Common Stock were issued and outstanding. As of December 14held by the Company in its treasury, 2001, 10,370,507 (iii) 7,521,608 shares of Alpha Company Common Stock were subject to outstanding Company Stock Options and 891,921 additional shares of Company Common Stock were reserved for issuance upon exercise of options outstanding under Alpha pursuant to the Company Stock Plans, (other than any shares reserved under the Employee Discount Stock Purchase Plan) and (iv) 4,000,000 shares of Company Preferred Stock were reserved for issuance in connection with the rights (the "Company Rights") issued pursuant to the Rights Agreement dated as of February 12, 1998 (as amended from time to time, the "Company Rights Agreement"), between the Company and Computershare Investor Services, LLC, as Rights Agent. As Except as set forth above, at the close of December 14business on July 31, 20012005, no shares of Alpha Common Stock capital stock or other voting securities of the Company were held as treasury sharesissued, reserved for issuance or outstanding. Since December 14During the period from July 31, 2001 2005 to the date of this Agreement, (x) there have been no issuances by the Company of shares of capital stock of Alpha or any other voting securities of Alpha the Company other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date as required by their terms as in effect on the date of such issuance and (y) there have been issued no issuances by the Company of options, warrants or other than shares of Alpha Common Stock issued pursuant rights to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding acquire shares of capital stock or other voting securities of Alpha the Company. There are no outstanding stock appreciation rights linked to the price of the Company Common Stock that were not granted in tandem with a related Company Stock Option. All outstanding shares of Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to or issued in violation of any purchase option, and no class call option, right of capital stock first refusal, preemptive right, subscription right or any similar right under any provision of Alpha the DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is entitled to preemptive rightsa party or otherwise bound. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No not any bonds, debentures, notes or other indebtedness of Alpha 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 holders of Alpha Company Capital Stock may vote ("Alpha Voting Company Debt") are issued or outstanding. (iii) ). Except as otherwise set forth in this Section 5.1(b)above, as of the date of this Agreement, there are no securities, not any options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Alpha the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound (i) obligating Alpha the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or obligating Alpha other equity interest in, the Company or any of its Subsidiaries Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, unit, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Capital Stock. As of the date of this Agreement, there are no not any outstanding contractual obligations of Alpha the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any Company Subsidiary. The Company has made available to Parent a complete and correct copy of its Subsidiariesthe Company Rights Agreement, as amended to the date of this Agreement. (b) The Company has delivered or made available to Parent a true, complete and correct list of all outstanding Company Stock Options, the number of shares of Company Common Stock subject to each such Company Stock Option, the grant dates, exercise prices, expiration dates and vesting schedule of each such Company Stock Option and the names of the holders of each Company Stock Option. All outstanding Company Stock Options are evidenced by the forms of Company Stock Option agreements delivered or made available to Parent, and no Company Stock Option agreement contains terms that are materially inconsistent with, or in addition in any material respect to, the terms contained therein.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 240,000,000 Shares, of which 116,470,432 Shares were outstanding as of the close of business on January 15, 1998, and 12,000,000 shares of Alpha Common Preferred Stock, par value $50.00 per share (the "Preferred Shares"), of which no shares were outstanding as of the close of business on January 15, 1998. As All of December 14the outstanding Shares have been duly authorized and are validly issued, 2001, 44,174,096 shares of Alpha Common Stock were issued fully paid and outstanding and no other shares of capital stock of Alpha were issued and outstandingnonassessable. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were Other than Shares reserved for issuance upon exercise under the Stock Option Agreement, the Company has no commitments to issue or deliver Shares or Preferred Shares, except that, as of options outstanding under Alpha January 15, 1998, there were 10,116,531 Shares subject to issuance pursuant to the Company's Stock Incentive Plan of 1997, Amended and Restated 1993 Stock Plan for Non-Employee Directors, the 1992 Employee Stock Option Plan, Stock Incentive Plan of 1991, Stock Option Plan of 1990, Stock Option Plan of 1987, 1994 Stock Plan for Employees of the Company and Titan Stock Option Plans (the "Company Stock Plans. As of December 14"), 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 2,400,000 Preferred Shares subject to issuance pursuant to the Amended and Restated Rights Agreement, dated as of March 11, 1997, between the Company and The Bank of New York, as Rights Agent (the "Rights Agreement"), and 5,181,588 Shares subject to issuance pursuant to the Company's Zero Coupon Convertible Notes due 2009 (the "Convertible Notes"). The Company Disclosure Letter contains a list, which is complete and accurate in all material respects as of the date specified therein, of each outstanding option to purchase or acquire Shares under each of the Company Stock Plans (each a "Company Option"), including the plan, the holder, date of this Agreementgrant, no shares exercise price and number of capital stock Shares subject thereto. Each of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock or other securities of Alpha are each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable and owned by the Company or a direct or indirect wholly-owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as described above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no class of capital stock of Alpha is entitled to preemptive rightssecurities or obligations evidencing such rights are authorized, issued or outstanding. There are The Company does not have outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No any bonds, debentures, notes or other indebtedness obligations the holders of Alpha which have the right to vote (or, except as referred to in this subsection (b), convertible into or exercisable for securities having the right to vote vote) with the stockholders of the Company on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstandingmatter. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 fifty million (50,000,000) shares of Alpha Common Stock, $0.01 par value, of which there were issued and outstanding as of the close of business on June 15, 2001, 9,061,620 shares, and ten million (10,000,000) shares of Preferred Stock $0.01 par value of which five hundred thousand (500,000) shares have been designated as Series G Preferred Stock. As of December 14the close of business on June 15, 2001, 44,174,096 2001 there were no shares of Alpha Common Preferred Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 No shares of Alpha Company Common Stock were reserved for issuance upon exercise are held in treasury of options outstanding under Alpha Stock Plansthe Company or by its Subsidiaries. As of December 14, 2001, There are no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of Alpha capital stock or voting securities after June 15, 2001, except upon the exercise of options outstanding as of such date under the Company Stock Option Plans (as defined in Section 2.6(c)) or pursuant to the Company's 1996 Employee Stock Purchase Plan (the "Company ESPP"). All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessablenon-assessable and are free and clear of any liens or encumbrances, other than any liens, charges, claims, encumbrances or rights of others, and no class of capital stock of Alpha is entitled are not subject to preemptive rights. There are outstanding as rights or rights of first refusal created by statute, the Certificate of Incorporation, or Bylaws of the date hereof no Company or any agreement to which the Company is a party or by which it is bound. As of the close of business on June 15, 2001, the Company had reserved (i) 5,736,884 shares of Common Stock for issuance to employees, consultants and directors pursuant to the Company Stock Option Plans, of which 2,264,058 shares had been issued pursuant to option exercises or direct stock purchases, 3,155,594 shares were subject to outstanding, unexercised options, warrants or other rights no shares were subject to acquire capital outstanding stock from Alpha other than options purchase rights, and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 316,872 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete were available for issuance thereunder and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds1,050,000 shares of Common Stock for issuance to employees pursuant to the Company ESPP, debenturesof which 535,153 shares had been issued. Between June 15, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote 2001 and July 2, 2001, Company has not ("Alpha Voting Debt"i) are issued or outstanding. granted additional options under the Company Stock Option Plans, or (iiiii) accepted enrollments in the Company ESPP. Except as otherwise set forth in this Section 5.1(b), as of for (i) the date of rights created pursuant to this Agreement, the Company Stock Option Plans and the Company ESPP and (ii) the Company's rights to repurchase any unvested shares under the Company Stock Option Plans, there are no securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Alpha or any of its Subsidiaries the Company is a party or by which any of them it is bound obligating Alpha or any of its Subsidiaries the Company to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other voting securities of Alpha or any of its Subsidiaries the Company or obligating Alpha or any of its Subsidiaries the Company to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. There are no contracts, agreementcommitments or agreements relating to voting, arrangement purchase or undertaking. As sale of the date Company's capital stock (other than those granting the Company the right to purchase unvested shares upon employment or service termination) (i) between or among the Company and any of its stockholders and (ii) to the Company's Knowledge, between or among any of the Company's stockholders. The terms of the Company Stock Option Plans permit the assumption or substitution of options to purchase Parent Common Stock as provided in this Agreement, without the consent or approval of the holders of such securities, stockholders, or otherwise. The current Offering Period (as defined in the Company ESPP) commenced under the Company ESPP on February 1, 2001 and will end on July 31, 2001, and except for the purchase rights granted on such commencement date to participants in the current Purchase Period (as defined in the Company ESPP), there are no other purchase rights or options outstanding obligations under the Company ESPP. True and complete copies of Alpha all forms of agreements and instruments relating to or issued under the Company Stock Option Plans or Company ESPP (and true and complete copies of all such agreements and instruments which differ in any material respect from any of its Subsidiaries such forms) will be provided to repurchase, redeem or otherwise acquire any Parent. The shares of capital Company Common Stock issued under the Company Stock Option Plans, as amended and under all prior versions thereof, have either been registered under the Securities Act of 1933, as amended (the "Securities Act"), or were issued in transactions which qualified for exemptions under either Section 4(2) of, or Rule 701 under, the Securities Act for stock of Alpha or any of its Subsidiariesissuances under compensatory benefit plans.

Capital Structure. (i) The authorized capital stock of Alpha consists of 100,000,000 shares of Alpha Common Stock. As of December 14the date hereof, 2001the authorized Equity Interests of the Grantee are as set forth in the Partnership Agreement. At the close of business on March 15, 44,174,096 shares of Alpha 2013: (a) 5,395,000 Common Stock were issued and outstanding and no other shares of capital stock of Alpha Units were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha ; (b) 2,205,000 Subordinated Units (as such term is defined in the Partnership Agreement) were issued and outstanding; (c) 155,102 General Partner Units (as such term is defined in the Partnership Agreement) were issued and outstanding; and (d) 882,000 Common Stock Units were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock PlansGrantee’s Long Term Incentive Plan. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b)6.6, as and except for changes since March 15, 2013 resulting from issuances of Common Units to any grantor of interests in the Properties pursuant to one or more separate Contribution Agreements with Grantee in substantially the form of this Agreement and dated on or about the date hereof or resulting from the grant or exercise of this Equity Interest Equivalents granted prior to the date hereof pursuant to, or from issuances or purchases under, Grantee’s Long Term Incentive Plan, and other as provided in the Partnership Agreement, there are outstanding: (i) no securitiesEquity Interests or Equity Interest Equivalents, Voting Debt or other voting securities of Grantee; (ii) no securities of Grantee or any subsidiary of Grantee convertible into or exchangeable for shares of Equity Interests or Equity Interest Equivalents, Voting Debt or other voting securities of Grantee or any subsidiary of Grantee; and (iii) no options, warrants, calls, rights (including preemptive rights), commitments, agreements, arrangements commitments or undertakings of any kind agreements to which Alpha Grantee or any subsidiary of its Subsidiaries Grantee is a party or by which any of them it is bound in any case obligating Alpha Grantee or any subsidiary of its Subsidiaries Grantee to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock Equity Interests or Equity Interest Equivalents or any Voting Debt or other voting securities of Alpha Grantee or of any subsidiary of Grantee or obligating Grantee or any subsidiary of its Subsidiaries or obligating Alpha or any of its Subsidiaries Grantee to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. At Closing, agreementthe Consideration Units will be validly issued in accordance with the Partnership Agreement, arrangement or undertaking. As and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its SubsidiariesDelaware Revised Uniform Limited Partnership Act).

Capital Structure. (a) As of the date hereof, (i) The there are 1,000 authorized capital stock of Alpha consists of 100,000,000 shares of Alpha Common Stock. As of December 14, 2001, 44,174,096 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were the Company, consisting of 1,000 shares of Common Stock, and (ii) the issued and outstanding. As outstanding capital stock of December 14, 2001, 10,370,507 the Company consists of 100 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock PlansStock. As of December 14, 2001, no shares of Alpha Common Stock were held Except as treasury shares. Since December 14, 2001 to provided in the date of this Agreementpreceding clause (ii), no shares of capital stock or other equity interests of Alpha the Company are issued, reserved for issuance or any other securities outstanding. As of Alpha have been issued other than the Closing, (A) there shall be 200,000 authorized shares of Alpha capital stock of the Company, consisting of 180,000 shares of New Class A Common Stock and 20,000 shares of New Class B Common Stock, and (B) the issued pursuant to options or rights and outstanding capital stock of the Company shall consist of 90,100 shares of New Class A Common Stock and 9,900 shares of New Class B Common Stock. Except as provided in the preceding clause (B), as of December 14the Closing, 2001 under there shall be no shares of capital stock or other equity interests of the Alpha Stock PlansCompany that are issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Alpha the Company were duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessablenon-assessable, and no class are not subject to, and were not issued in violation of, the Securities Act or other Applicable Law, any Contract or any preemptive, subscription or similar rights. Seller is the record and beneficial owner of capital stock all of Alpha is entitled to preemptive rightsthe shares of Common Stock issued and outstanding, free and clear of all pledges, liens, charges, encumbrances and security interests of any kind (collectively, “Liens”) other than restrictions on transfer or otherwise under applicable securities laws. There are outstanding as no restrictions upon the voting or transfer of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha shares of Common Stock from Alpha ("Alpha Stock Options") representing in pursuant to the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) Organizational Documents of the Alpha Disclosure Schedule sets forth Company or any agreement to which Seller or the Company is a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there party. There are no securities, options, warrants, callsrights (including conversion, exchange, preemptive, rights of first refusal, redemption rights, commitments, agreements, arrangements “tag along” rights or undertakings “drag along” rights and subscription rights) or other commitments or agreements (other than this Agreement or any other Transaction Agreement) of any kind to which Alpha Seller or any of its Subsidiaries the Company is a party or by which any obligating either of them is bound obligating Alpha or any of its Subsidiaries to issue, deliver or sell, purchase, redeem, transfer or cause to be issued, delivered or sold, additional deliver shares of capital stock or other voting securities of Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As equity interests of the date Company. (b) Neither the Company nor any Company Subsidiary has any outstanding bonds, debentures, notes or other indebtedness, the holders of this Agreement, there 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. There are no outstanding obligations voting trusts, proxies, “poison pills”, “stockholder rights plans” or similar Contracts to which the Company is a party with respect to the voting of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of Alpha or any of its Subsidiariesthe Company.

Capital Structure. (i) The authorized capital stock of Alpha CDnow consists of 100,000,000 200,000,000 shares of Alpha CDnow Common Stock. As of December 14, 2001without par value, 44,174,096 and 50,000,000 shares of Alpha preferred stock, without par value (together with the CDnow Common Stock, the "CDnow Capital Stock"). At the close of business on July 9, 1999, (i) 30,211,473 shares of CDnow Common Stock were issued and outstanding and outstanding, (ii) no other shares of capital stock of Alpha CDnow Common Stock were issued held by CDnow in its treasury and outstanding. As of December 14, 2001, 10,370,507 (iii) 1,511,934 additional shares of Alpha CDnow Common Stock were reserved for issuance upon exercise pursuant to the CDnow Stock Plans (as defined in Section 8.04(d)). The CDnow Disclosure Letter sets forth a complete list of options all CDnow Employee Stock Options (as defined in Section 8.04) outstanding under Alpha Stock Plans. As at the close of December 14business on July 12, 20011999, no together with the number of shares of Alpha CDnow Common Stock were held subject to each such CDnow Employee Stock Option and the exercise price thereof. The CDnow Disclosure Letter sets forth a complete list of all warrants to acquire shares of CDnow Common Stock (the "CDnow Warrants") outstanding at the close of business on July 12, 1999 together with the number of shares of CDnow Common Stock subject to each such warrant and the exercise price thereof. Except as treasury shares. Since December 14set forth above or in the CDnow Disclosure Letter, 2001 to at the date close of this Agreementbusiness on July 12, 1999, no shares of capital stock of Alpha or any other voting securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options CDnow were issued, reserved for issuance or rights outstanding. There are no outstanding as of December 14, 2001 under the Alpha Stock PlansCDnow stock appreciation rights. All issued and outstanding shares of capital stock of Alpha are CDnow Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to or issued in violation of any purchase option, and no class call option, right of capital stock first refusal, preemptive right, subscription right or any similar right under any provision of Alpha the PBCL, the CDnow Charter, the CDnow By-laws or any Contract (as defined in Section 3.05) to which CDnow is entitled to preemptive rightsa party or otherwise bound. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No not any bonds, debentures, notes or other indebtedness of Alpha CDnow having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Alpha CDnow Common Stock may vote ("Alpha Voting CDnow Debt") are issued or outstanding. (iii) ). Except as otherwise set forth above or in this Section 5.1(b), as of the date of this AgreementCDnow Disclosure Letter, there are no securities, not any options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Alpha CDnow or any of its Subsidiaries CDnow Subsidiary is a party or by which any of them is bound (i) obligating Alpha CDnow or any of its Subsidiaries CDnow Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of its Subsidiaries or obligating Alpha other equity interest in, CDnow or any of its Subsidiaries CDnow Subsidiary or any Voting CDnow Debt, (ii) obligating CDnow or any CDnow Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) 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 CDnow Capital Stock. As of the date of this Agreement, there There are no not any outstanding contractual obligations of Alpha CDnow or any of its Subsidiaries CDnow Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha CDnow or any CDnow Subsidiary. As of the Effective Time, each CDnow Warrant will, by its Subsidiariesterms, provide the holder thereof with the right to receive the amount of Merger Consideration such holder would have received in the Merger had such CDnow Warrant been exercised immediately prior to the Effective Time (and no other consideration) upon exercise thereof.

Capital Structure. (i) The authorized capital stock of Alpha Company ----------------- consists solely of 100,000,000 52,400,000 Common Shares and 1,600,000 shares of Alpha Common Stockpreferred stock, par value $1.00 per share, of Company. As of December 14, 2001, 44,174,096 shares of Alpha the date hereof: (i) 21,333,398 Common Stock Shares were issued and outstanding; (ii) 170,000 Preferred Shares were issued and outstanding; (iii) 2,578,762 Common Shares were reserved for issuance pursuant to outstanding Options granted under the Stock Option Plans; (iv) 5,200,000 Common Shares were reserved for issuance upon conversion of Preferred Shares; (v) 1,407,973 Common Shares were reserved for issuance pursuant to outstanding Warrants issued under or evidenced by the Warrant Documents; and (vi) no Common Shares were held by Company in its treasury. Except as set forth in the immediately preceding sentence, as of the date hereof, no shares of capital stock or other equity securities of Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Alpha were Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as specified above or in Section 4.1(d) of the Disclosure Schedule, and except for the Stock Option Agreement, neither Company nor any Subsidiary of Company has or is subject to or bound by or, at or after the Effective Time will have or be subject to or bound by, any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which (i) obligates Company or any Subsidiary of Company to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any shares of the capital stock of Company or any Subsidiary of Company, (ii) restricts the transfer of any shares of capital stock of Company or any of its Subsidiaries, or (iii) relates to the voting of any shares of capital stock of Company or any of its Subsidiaries. No bonds, debentures, notes or other indebtedness of Company or any Subsidiary of Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the stockholders of Company or any Subsidiary of Company may vote are issued and or outstanding. As Except as specified in Section 4.1(d) of December 14the Disclosure Schedule, 2001, 10,370,507 all of the outstanding shares of Alpha Common capital stock of each Subsidiary of Company have been duly authorized, validly issued, fully paid and nonassessable and are owned by Company, by one or more Subsidiaries of Company, by Company and one or more such Subsidiaries, or by persons who are designees of Company or a Subsidiary of Company in the case of foreign qualifying shares held by such persons in accordance with the laws of the jurisdiction of organization of certain foreign Subsidiaries of Company, free and clear of Liens (as hereinafter defined). Company has taken all necessary corporate action to authorize, reserve for issuance and permit the issuance of, and at all times from the date hereof until the Stock were Option Agreement terminates will keep reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 the option granted to Parent pursuant to the date of this Stock Option Agreement, no shares of capital stock of Alpha all Common Shares or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued which may be issuable pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock PlansOption Agreement. All issued and outstanding shares of capital stock of Alpha are Common Shares or other securities which may be issuable pursuant to the Stock Option Agreement, upon issuance pursuant thereto, will be duly authorized, validly issued, fully paid and nonassessable, and no class will be delivered free and clear of capital stock of Alpha is entitled all Liens. All Common Shares held pursuant to preemptive rights. There are outstanding the Escrow Agreement, dated as of July 18, 1996, by and among ▇▇▇▇▇▇▇ Information Systems, Inc., ▇▇▇▇▇ ▇. ▇▇▇▇▇, as agent for the date hereof no optionsformer stockholders of Cadre Technologies, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing State Street Bank and Trust Company, as escrow agent, have been distributed in accordance with the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices terms thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of Alpha MSB consists of 100,000,000 of: (A) 4,000,000 shares of Alpha MSB Common Stock. ; and (B) 2,000,000 shares of preferred stock, par value $.01 per share. (ii) As of December 14, 2001, 44,174,096 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no : (A) 1,306,733 shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha MSB Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All are issued and outstanding shares outstanding, all of capital stock of Alpha which are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class were issued in full compliance with all applicable laws and not in violation of capital stock of Alpha is entitled to any preemptive rights. There ; (B) no shares of MSB preferred stock are outstanding as issued and outstanding; (C) 78,856 shares of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha MSB Common Stock from Alpha are reserved for issuance pursuant to outstanding MSB Options; and ("Alpha Stock Options"D) representing in the aggregate the right to purchase 6,619,900 324,248 shares of Alpha MSB Common Stock under the Alpha Stock Plans. Section 5.1(bare held in treasury by MSB or otherwise directly or indirectly owned by MSB. (iii) of the Alpha Set forth in MSB’s Disclosure Schedule sets forth Letter is a complete and correct accurate list as of a recent date of all outstanding Alpha Stock Options MSB Options, including the names of the optionees, dates of grant, exercise prices, dates of vesting, dates of termination, shares subject to each grant and the exercise prices thereofwhether stock appreciation, limited or other similar rights were granted in connection with such options. (iiiv) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha MSB may vote ("Alpha Voting Debt") are issued or outstanding. (iiiv) Except as otherwise set forth in this Section 5.1(b3.2(c), as of the date of this Agreement, there (A) no shares of capital stock or other voting securities of MSB are no securitiesissued, reserved for issuance or outstanding and (B) neither MSB nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound character obligating Alpha MSB or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock or other voting securities of Alpha or any of its Subsidiaries MSB or obligating Alpha MSB or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement, arrangement or undertaking. As of the date of this Agreementhereof, there are no outstanding contractual obligations of Alpha MSB or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha MSB or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of (i) 100,000,000 shares of Alpha Common Stock. As of December 14, 2001, 44,174,096 shares of Alpha Company Common Stock (of which, as of July 21, 2000, 32,757,155 shares were issued and outstanding) and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share (of which no shares are issued and outstanding). No other capital stock of the Company is authorized or issued and outstanding. SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE sets forth (u) all plans or agreements (the "STOCK PLANS") pursuant to which the Company or any of its Subsidiaries has granted or committed to grant any option or right to acquire stock or any other award payable in or based upon Company Common Stock; (v) the number of shares of Company Common Stock reserved for issuance under the Stock Plans, as of July 21, 2000, (w) the number of shares of Company Common Stock subject to outstanding stock options, as of July 21, 2000 (the "STOCK OPTIONS"); (x) the grant dates and exercise prices of each such Stock Option and the names of the holders thereof; (y) the number of shares of Company Common Stock subject to restrictions based on satisfaction of performance criteria (the "RESTRICTED STOCK") and the names of the holders thereof; and (z) all other rights to purchase or receive Company Common Stock under the Stock Plans. Except as set forth in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE, there are no outstanding options, warrants or other securities or subscription, preemptive or other rights convertible into or exchangeable or exercisable for any shares of capital stock or other equity or voting interests of Alpha were issued the Company and outstandingthere are no "phantom stock" rights, stock appreciation rights or other similar rights with respect to the Company. As of December 14, 2001, 10,370,507 No shares of Alpha Company Common Stock were reserved for issuance upon exercise are owned by any Subsidiary of options outstanding under Alpha Stock Plansthe Company. As of December 14During the period from July 21, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 2000 to the date of this Agreement, (A) there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than issuances of Alpha or any other securities shares of Alpha Company Common Stock pursuant to the exercise of Stock Options outstanding on such date as required by their terms as in effect on such date and (B) there have been issued no issuances by the Company of options, warrants or other than shares of Alpha Common Stock issued pursuant rights to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding acquire shares of capital stock or other equity or voting interests from the Company. All outstanding shares of Alpha Company Common Stock are, and all shares of Company Common Stock that may be issued pursuant to the Option Plans or rights or agreements set forth in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE will be when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries, and no securities or other instruments or obligations of the Company or any of its Subsidiaries, the value of which is in any way based upon or derived from any capital or voting stock of the Company or any such Subsidiary or having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which the Shareholders or the shareholders of any such subsidiary may vote. Except as set forth above or in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE or as specifically permitted under Section 4.01(a), there are no Contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver, grant or sell, or cause to be issued, delivered, granted or sold, additional shares of capital stock of, or other equity or voting interests in, or options, warrants or other securities or subscription, preemptive or other rights convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any "phantom stock" right, stock appreciation right or other similar right with respect to the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to enter into any such Contract. There are no Contracts obligating the Company or any of its Subsidiaries to (x) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (y) vote or dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. To the knowledge of the Company, as of the date of this Agreement, there are no irrevocable proxies and no voting agreements with respect to any shares of the capital stock or other voting securities of the Company or any of its Subsidiaries. Except as set forth in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE, each outstanding share of capital stock of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha each such share is entitled to preemptive rights. There are outstanding as owned by the Company or another Subsidiary of the date hereof no optionsCompany free and clear of all liens, warrants rights of first refusal or other rights to acquire capital stock from Alpha other than options contractual transfer restrictions, agreements and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in limitations on the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha Company's or any of its Subsidiaries' voting rights of any nature whatsoever.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 20,000,000 shares of Alpha Company Common Stock. As of December 14, 2001, 44,174,096 Stock and 2,000,000 shares of Alpha preferred stock, par value $.01 per share. At the close of business on March 31, 2003, (i) 7,870,203 shares of the Company Common Stock were issued and outstanding and no other shares of capital preferred stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 (ii) 1,637,783 shares of Alpha the Company Common Stock were held by the Company in its treasury and (iii) 400,000 shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Series A Junior Participating Preferred Stock") were reserved for issuance upon exercise in connection with the rights (the "Rights") to purchase shares of Series A Junior Participating Preferred Stock, issued pursuant to the Rights Agreement, dated as of April 14, 1999, as amended on December 14, 1999, and as further amended on August 11, 2000 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as Rights Agent. As of March 31, 2003, collectively, 1,638,294 shares of the Company Common Stock were subject to options outstanding or other purchase rights (the "Company Stock Options") granted pursuant to the grants described in Schedule 4.01(c) of the Company Disclosure Schedule (the "Individual Grants"), and under Alpha the Restated 1985 Incentive Stock Option Plan (the "1985 Stock Option Plan"), the Amended and Restated 1996 Stock Option Plan (the "1996 Stock Option Plan") and the 2000 Employee Stock Purchase Plan (the "ESPP," and together with Individual Grants, the 1985 Stock Option Plan and the 1996 Stock Option Plan, the "Company Stock Plans"). As of March 31, 2003, there were 2,218,304 shares of the Company Common Stock reserved for issuance under the Company Stock Plans. As Except as set forth above, at the close of December 14business on March 31, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement2003, no shares of capital stock of Alpha or any other voting securities of Alpha have been issued the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights ("SARs") or rights (other than the Company Stock Options) to receive shares of Alpha the Company Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 on a deferred basis granted under the Alpha Company Stock Plans. Schedule 4.01(c) of the Company Disclosure Schedule sets forth a true and complete list, as of March 31, 2003, of all the Company Stock Options, the holders thereof, the number of shares subject to each such option, the grant dates and the exercise prices thereof. All issued and outstanding shares of capital stock of Alpha are the Company are, and all shares which may be issued pursuant to the Company Stock Plans will be, if and when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There are outstanding as As of the date hereof of this Agreement, no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha 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 Alpha the Company may vote ("Alpha Voting Debt") are issued or outstanding. (iii) . Except as otherwise set forth in this Section 5.1(b)above, as of the date of this Agreement, there are no preemptive or other outstanding securities, options, warrants, calls, rights, conversion rights, redemption rights, repurchase rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating Alpha the Company or any of its Subsidiaries subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha the Company or any of its Subsidiaries subsidiaries, or obligating Alpha giving any person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, conversion right, redemption right, repurchase right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of Alpha the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any of its Subsidiariessubsidiaries. There are no outstanding contractual obligations of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable laws and (ii) all requirements set forth in applicable contracts.

Capital Structure. (ia) The As of the Capitalization Date, the authorized capital stock of Alpha the Company consists of 100,000,000 200,000,000 Shares and 10,000,000 shares of Alpha Common Company Preferred Stock. As of December 14the Capitalization Date (i) 116,619,149 Shares were issued and outstanding (including 30,590 Company Restricted Shares), 2001(ii) 41,587,480 Shares were issued and held by the Company in its treasury, 44,174,096 (iii) no shares of Alpha Common Company Preferred Stock were issued and outstanding and outstanding, (iv) 32,971,625 Shares were reserved for issuance, (v) no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Company Preferred Stock were reserved for issuance upon exercise issuance, (vi) 1,634,533 Shares were subject to outstanding Company RSUs and (vii) 739,564 Shares were subject to outstanding Company PSUs (assuming the achievement of options outstanding under Alpha Stock Plans. As the applicable performance goals at the target level). (b) Since the Capitalization Date and through the date of December 14this Agreement, 2001, (i) no Shares or shares of Alpha Common Company Preferred Stock were held as treasury shares. Since December 14, 2001 have been repurchased or redeemed or issued (other than with respect to the vesting or settlement of Company Equity Awards outstanding prior to the date of this Agreement and pursuant to the terms of the applicable Company Benefit Plan in effect on or prior to the date of this Agreement), and (ii) no shares Shares have been reserved for issuance and no Company Equity Awards have been granted, except pursuant to the terms of capital stock the applicable Company Benefit Plan in effect on the date of Alpha this Agreement or as otherwise expressly permitted by this Agreement. (c) Section 3.2(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, an accurate and complete list of each Subsidiary of the Company together with (i) the jurisdiction of incorporation or organization of such Subsidiary, (ii) the type and percentage of ownership interest held by the Company, or one of its Subsidiaries, in such Subsidiary, and (iii) to the extent applicable, the type of and percentage of interest held by any Person (and the name of such other Person) other than the Company or any other securities of Alpha have been issued other than shares its Subsidiaries, in such Subsidiary. The Company and its Subsidiaries, together with the Persons set forth in Section 3.2(c) of Alpha Common Stock issued the Company Disclosure Schedule pursuant to options or rights outstanding as clause (iii) of December 14the preceding sentence, 2001 under beneficially own all of the Alpha Stock Plans. All issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of Alpha the Company, and all such outstanding shares of capital stock or other equity securities are duly authorized, validly issued, fully paid and nonassessablenon-assessable (to the extent such concepts are applicable) free and clear of any Encumbrance other than Encumbrances of the type described in clauses (m), and no class (o)(ii) or (p) of capital stock the definition of Alpha is entitled to preemptive rightsPermitted Encumbrances. There are outstanding as As of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing of this Agreement neither the Company nor any of its Subsidiaries beneficially own any equity securities in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) any Person that is not a Subsidiary of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereofCompany. (iid) No Neither the Company nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other indebtedness obligations the holders of Alpha which have the right to vote (or convert into or exercise for securities having the right to vote vote) with the equityholders of the Company or any of its Subsidiaries on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstandingmatter, other than the Company Exchangeable Notes to the extent they convert into Company Common Stock. (iiie) Except as otherwise set forth in this Section 5.1(b), as pursuant to the terms of the date Company Exchangeable Notes or the rights under the ESPP (a true, correct and complete copy of this Agreementwhich has been made available to Parent), there are no securitiespreemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, rights, commitments, agreements, arrangements commitments or undertakings rights of any kind that obligate the Company or any of its Subsidiaries to which Alpha issue or to sell any securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither the Company nor any of its Subsidiaries is a party or by which to any voting agreement with respect to the voting of any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As the foregoing securities. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth an accurate and complete listing of all outstanding Company Equity Awards as of June 26, 2024, setting forth the number of Shares subject to each Company Equity Award, the holder identification number, grant date and vesting schedule (including any acceleration terms) and whether the Company Equity Award is a Specified Award as of this AgreementJune 26, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiaries2024.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 75,000,000 shares of Alpha Common Stock, par value $0.01 per share. As of December 14July 1, 20011997, 44,174,096 (i) 27,340,088 shares of Alpha Common Stock were issued and outstanding outstanding, and no other (ii) 1,572,316 shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise pursuant to the outstanding employee stock options ("Plan Options") granted pursuant to the Stock Plans (as defined in Section 7.04), and other options ("Other Options" and, together with the Plan Options, the "Stock Options") granted to employees, directors and consultants and former employees, directors and consultants of options outstanding under Alpha Stock Plansthe Company. As Except as set forth above, as of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other voting securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options the Company were issued, reserved for issuance or rights outstanding as of December 14, 2001 under the Alpha Stock Plansoutstanding. All issued and outstanding shares of capital stock of Alpha are the Company are, and all shares which may be issued pursuant to the Stock Plans or pursuant to the agreements representing outstanding Other Options described in clause (iii) above shall be, when issued and paid for in accordance with the terms of the applicable Stock Plan or Other Option, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No not any bonds, debentures, notes or other indebtedness of Alpha 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 Alpha the Company may vote ("Alpha Voting Debt") are issued or outstanding. (iii) vote. Except as otherwise set forth in this Section 5.1(b)4.03 of the Disclosure Schedule hereto, as of the date of this Agreement, there are no not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha the Company or any of its Significant Subsidiaries is a party or by which any of them is bound obligating Alpha the Company or any of its Significant Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha the Company or any of its Significant Subsidiaries or obligating Alpha the Company or any of its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no not any outstanding contractual obligations of Alpha the Company or any of its Significant Subsidiaries to repurchasepurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any of its SubsidiariesSignificant Subsidiaries or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Significant Subsidiary or any other entity.

Capital Structure. (i) The As of August 14, 2008, the authorized capital stock of Alpha the Company consists of 100,000,000 300,000,000 shares of Alpha Common Stock, of which 139,009,259 shares are outstanding, and 5,000,000 shares of $1.00 par value preferred stock, none of which are outstanding. All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. As of December August 14, 20012008, 44,174,096 based on the assumptions set forth in Section 5.1(b)(i) of the Company Disclosure Letter, other than (i) 9,616,270 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha the Year 2000 UnionBanCal Corporation Management Stock Plan, as amended, and the UnionBanCal Corporation Management Stock Plan, restated effective June 1, 1997 (the “Stock Plans. As of December 14”) and (ii) any dividend equivalents for the September 5, 20012008 record date dividend, the Company has no shares of Alpha Common Stock were held as treasury sharesreserved for issuance. Since December 14, 2001 to Each of the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock or other securities of Alpha are each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, restriction, security interest, claim or other encumbrance of any nature (each, a “Lien”). Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or other rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no class securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of capital stock any shares of Alpha is entitled to preemptive rights. There are outstanding as Common Stock in accordance with the terms of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans, such shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all The Company does not have outstanding Alpha Stock Options and the exercise prices thereof. (ii) No any bonds, debentures, notes or other indebtedness obligations the holders of Alpha which have the right to vote (or convertible into or exercisable for securities having the right to vote vote) with the stockholders of the Company on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstandingmatter. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of Alpha Anthem consists of (A) 900,000,000 shares of Anthem Common Stock, of which 261,588,822 shares were outstanding as of July 20, 2015 and (B) 100,000,000 shares of Alpha Common Stockpreferred stock, without par value, none of which are outstanding. As of December 14, 2001, 44,174,096 shares of Alpha Except for Anthem Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Anthem Stock Plans. As of December 14, 2001Options, no shares of Alpha Anthem Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14between July 20, 2001 under 2015 and the Alpha Stock Plansdate hereof. All issued and outstanding shares of the capital stock of Alpha Anthem are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to (or has been issued in violation of) preemptive rights. There are Other than 5,843,466 shares of Anthem Common Stock reserved for issuance under the Anthem Employee Stock Purchase Plan (the “Anthem ESPP”), there were outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha Anthem other than the employee or director stock options and other rights to acquire Alpha exercisable for shares of Anthem Common Stock from Alpha ("Alpha the “Anthem Stock Options"”) representing in the aggregate the right to purchase 6,619,900 no more than 22,019,706 shares of Alpha Anthem Common Stock under any stock option or similar plan of Anthem (the Alpha “Anthem Stock Plans”) or otherwise. All shares of Anthem Common Stock to be issued in connection with the Merger and the other transactions contemplated hereby (including all shares of Anthem Common Stock to be issued with respect to the Cigna Stock Options, the Cigna Restricted Stock Awards described in Section 5.1(b1.11(c) and the Converted Other Stock Awards) will, when issued in accordance with the terms hereof, have been duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (as defined in Section 8.13). There are no shareholder agreements, voting trusts or other agreements or understandings to which Anthem is a party or by which it is bound relating to the voting of any shares of the Alpha Disclosure Schedule sets forth a complete and correct list as capital stock of a recent date of all outstanding Alpha Stock Options and the exercise prices thereofAnthem. (ii) No bonds, debentures, notes or other indebtedness of Alpha Anthem having the right to vote on any matters on which stockholders shareholders of Alpha Anthem may vote ("Alpha Voting Debt") vote, are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b3.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha Anthem or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha Anthem 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 Alpha Anthem or any of its Subsidiaries or obligating Alpha Anthem or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding obligations of Alpha Anthem or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha Anthem or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 30,000,000 shares of Alpha Common Stock. As of December 14, 2001par value $.01 per share, 44,174,096 and 10,000,000 shares of Alpha preferred stock, par value $.01 per share, issuable in one or more series, of which 2,400,000 shares of Exchangeable Preferred have been designated. At the close of business on February 20, 1998, (i) 7,750,000 shares of Common Stock were issued and outstanding and no other (ii) 5,222,496 shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon the exercise of outstanding options, options outstanding under Alpha Stock Plansavailable for grant, convertible securities and stock rights in the Company. As At the close of December 14business on February 20, 20011998, no 2,400,000 shares of Alpha Common Stock Exchangeable Preferred were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plansand outstanding. All issued and outstanding shares of capital stock of Alpha the Company are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There are As of February 20, 1998, the Company had outstanding as of the date hereof no options, warrants or other rights options to acquire capital stock from Alpha other than options and other rights to acquire Alpha an aggregate of 142,100 shares of Common Stock from Alpha at $9.625 to $10.00 per share, pursuant to the Company's 1996 Stock Incentive Plan (the "Alpha Stock OptionsPlan") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans). Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b5.2 or in the Company Disclosure Letter (the "Company Disclosure Letter"), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries the Company is a party or by which any of them it is bound obligating Alpha or any of its Subsidiaries the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha the Company or any of its Subsidiaries, including any securities pursuant to which rights to acquire capital stock became exercisable only after a change of control of the Company or any of its Subsidiaries or obligating Alpha upon the acquisition of a specified amount of the Common Stock or voting powers of the Company or any of its Subsidiaries. Since February 20, 1998, no shares of the capital stock of the Company or any of its Subsidiaries have been issued other than pursuant to issuethe exercise of Company stock options and warrants already in existence and outstanding on such date, grantor conversion of Exchangeable Preferred, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of and neither the date of this Agreement, there are no outstanding obligations of Alpha or Company nor any of its Subsidiaries has granted any stock options, warrants or other rights to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any of its Subsidiaries. Except as specified in the Company Disclosure Letter, there are no securities issued by the Company or agreements, arrangements or other understandings to which the Company is a party giving any person any right to acquire equity securities of the Surviving Corporation at or following the Effective Time and all securities, agreements, arrangements and understandings relating to the right to acquire equity securities of the Company (whether pursuant to the exercise of options, warrants or otherwise) provide that, at and following the Effective Time, such right shall entitle the holder thereof to receive the consideration he would have received in the Merger had he exercised his right immediately before the Effective Time.

Capital Structure. (i) The authorized capital stock of Alpha MCBF consists of 100,000,000 of: (A) 20,000,000 shares of Alpha MCBF Common Stock. ; and (B) 5,000,000 shares of preferred stock, par value $.01 per share. (ii) As of December 14, 2001, 44,174,096 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no : (A) 2,403,250 shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha MCBF Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All are issued and outstanding shares outstanding, all of capital stock of Alpha which are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class were issued in full compliance with all applicable laws and not in violation of capital stock of Alpha is entitled to any preemptive rights. There ; (B) no shares of MCBF preferred stock are outstanding as issued and outstanding; (C) 235,138 shares of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha MCBF Common Stock from Alpha are reserved for issuance pursuant to outstanding grants or awards under MCBF’s stock-based benefit plans; and ("Alpha Stock Options"D) representing in the aggregate the right to purchase 6,619,900 no shares of Alpha MCBF Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereofare held in treasury by MCBF or otherwise directly or indirectly owned by MCBF. (iiiii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha MCBF may vote ("Alpha Voting Debt") are issued or outstanding. (iiiiv) Except as otherwise set forth in this Section 5.1(b3.3(c), as of the date of this Agreement, there (A) no shares of capital stock or other voting securities of MCBF are no securitiesissued, reserved for issuance or outstanding and (B) neither MCBF nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound character obligating Alpha MCBF or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock or other voting securities of Alpha or any of its Subsidiaries MCBF or obligating Alpha MCBF or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement, arrangement or undertaking. As of the date of this Agreementhereof, there are no outstanding contractual obligations of Alpha MCBF or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha MCBF or any of its Subsidiaries. (v) The shares of MCBF Common Stock to be issued in exchange for shares of MSB Common Stock upon consummation of the Merger in accordance with this Agreement have been duly authorized and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and subject to no preemptive rights.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of (x) 100,000,000 shares of Alpha Company Common Stock and (y) 20,000,000 shares of preferred stock, par value $0.001 per share, of which 2,000 shares are designated as Company Preferred Stock. As of December 14the close of business on April 16, 20012007, 44,174,096 there were: (i) 14,292,603 shares of Alpha Company Common Stock were issued and outstanding; (ii) 591.6318 shares of Company Preferred Stock issued and outstanding and no other which are convertible into 9,860,135 shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 Company Common Stock; (iii) accrued but undeclared dividends on the Company Preferred Stock which are convertible into 634,871 shares of Alpha Company Common Stock were pursuant to the Certificate of Designations of the Company Preferred Stock; (iv) no shares of Company Common Stock held in the treasury of the Company; (v) 4,516,837 shares of Company Common Stock Options available for grant pursuant to the Company Stock Option Plan; (vi) 3,483,163 shares of Company Common Stock reserved for issuance upon exercise pursuant to outstanding options granted pursuant to the Company Stock Option Plan; and (vii) Company Warrants listed in Section 3.01(c) of options outstanding under Alpha Stock Plans. As of December 14the Company Disclosure Schedule, 2001, no representing the right to purchase 7,102,838 shares of Alpha Company Common Stock Stock. Except as set forth above, as of the close of business on April 16 2007, there were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other equity securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options the Company issued, reserved for issuance or rights outstanding as of December 14, 2001 under the Alpha Stock Plansoutstanding. All issued and outstanding shares of capital stock of Alpha are the Company are, and all shares which may be issued pursuant to the Company Stock Option Plan shall be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. All securities issued by the Company were issued in compliance in all material respects with all applicable federal and state securities laws and all applicable rules and regulations promulgated thereunder. There are no outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness or debt securities of Alpha the Company or any of its Subsidiaries that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote vote) on any matters on which stockholders of Alpha the Company may vote (collectively, "Alpha Voting Debt") are issued or outstanding. (iii) ). Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreementabove, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 equity or voting securities of Alpha the Company or of any of its Subsidiaries or obligating Alpha the Company or any of its Subsidiaries to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding obligations contractual obligations, commitments, understandings or arrangements of Alpha the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Alpha the Company or any of its Subsidiaries. To the knowledge of the Company, except as provided in Section 3.01(c) of the Company Disclosure Schedule, there are no irrevocable proxies with respect to shares of capital stock of the Company or any Subsidiary of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other agreements or arrangements with or, to the knowledge of the Company, among any securityholders of the Company with respect to securities of the Company. Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, the Company has complied in all respects with any obligation to register shares of Company Common Stock and has not incurred any liability in connection with its failure to register such shares. Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, since April 30, 2006, the Company has not (A) issued or permitted to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of the Company or any of its Subsidiaries; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Subsidiaries, any shares of capital stock of the Company or any of its Subsidiaries or (C) declared, set aside, made or paid to the stockholders of the Company dividends or other distributions on the outstanding shares of capital stock of the Company.

Capital Structure. (i) The authorized capital stock of Alpha Company consists of (A) 100,000,000 shares of Alpha Common Stock. As , of December 14, 2001, 44,174,096 which 48,588,657 shares were outstanding (which number includes 1,176,938 shares of Alpha restricted Company Common Stock) as of June 30, 2012 and does not include 13,398,367 Company Treasury Shares as of June 30, 2012 and (B) 10,000,000 shares of preferred stock, par value $0.01 per share, none of which are outstanding as of the date hereof. Except for Company Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Company Stock Plans. As of December 14, 2001Options or pursuant to Other Stock Awards, no shares of Alpha Company Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14between June 30, 2001 under 2012 and the Alpha Stock Plansdate hereof. All issued and outstanding shares of the capital stock of Alpha Company are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to (or has been issued in violation of) preemptive rights. There are As of June 30, 2012, 6,539,084 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans and the Company Plans (as defined in Section 3.2(w)(i)), including 2,313,192 shares of Company Common Stock issuable upon the exercise of outstanding Company Stock Options (whether or not presently exercisable) and 1,333,809 shares of Company Common Stock issuable upon settlement of outstanding Other Stock Awards. Upon any issuance of such shares of Company Common Stock as set forth in Section 3.2(b) of the Company Disclosure Schedule, such shares of Company Common Stock will be duly authorized, validly issued, fully paid, nonassessable, not subject to preemptive rights and free and clear of any Lien, pledge, security interest, claim or other encumbrance. As of the date hereof hereof, there are no optionsshareholder agreements, warrants voting trusts or other rights agreements or understandings to acquire which Company is a party or by which it is bound relating to the voting of any shares of the capital stock from Alpha other than options and other rights to acquire Alpha of Company. No controlled Affiliate of Company beneficially owns directly or indirectly any shares of Company Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 or other securities convertible into, exchangeable for or exercisable for shares of Alpha Company Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereofStock. (ii) No bonds, debentures, notes or other indebtedness of Alpha Company or any of its Subsidiaries having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") vote, are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha Company or any of its Subsidiaries or obligating Alpha Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding obligations of Alpha Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha Company or any of its Subsidiaries. Neither Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 1,200,000,000 shares of Company Common Stock and 100,000,000 shares of Alpha Common preferred stock, par value $0.01 per share, of the Company (“Company Preferred Stock”). As At the close of December 14business on March 13, 20012020 (the “Capitalization Date”), 44,174,096 (i) 226,521,289 shares of Alpha Company Common Stock were issued and outstanding and no other outstanding, none of which were held by any Company Subsidiary, (ii) 280,222 shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Company Common Stock were reserved and available for issuance upon exercise pursuant to the Company Stock Plan in respect of options outstanding awards, all of which were subject to outstanding Company RSUs, (iii) 3,612,368 shares of Company Common Stock were available for issuance for awards not yet granted under Alpha the Company Stock Plans. As of December 14, 2001, Plan and (iv) no shares of Alpha Common Company Preferred Stock were held outstanding. Except as treasury shares. Since December 14set forth above, 2001 to at the date close of this Agreementbusiness on the Capitalization Date, no shares of capital stock of Alpha of, or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options equity, voting or rights outstanding as of December 14ownership interests in, 2001 under the Alpha Stock PlansCompany were issued, reserved for issuance or outstanding. All issued and outstanding shares of capital stock of Alpha are Company Common Stock are, and all such shares that may be issued prior to the Closing Date will be when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable 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, the Amended and no class Restated Certificate of capital stock Incorporation of Alpha the Company (the “Company Charter”), the Second Amended and Restated Bylaws of the Company (the “Company Bylaws”) or any Contract to which the Company is entitled a party or otherwise bound (other than any Contracts to preemptive rightswhich Parent or any Parent Subsidiary is a party or otherwise bound). There are outstanding as is no Indebtedness of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders holders of Alpha Company Common Stock may vote ("Alpha “Company Voting Debt"”). Section 5.04(a) are issued or outstanding. (iii) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Capitalization Date, of all outstanding Company RSUs, the number of shares of Company Common Stock with respect thereto, the grant dates and vesting schedules thereof and the names of the holders thereof. Except as otherwise set forth in this Section 5.1(b)above, as of the date of this Agreement, Agreement there are no securities, options, warrants, callsrights, convertible or exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Alpha the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound obligating Alpha (other than any Contracts, arrangements or undertakings to which Parent or any Parent Subsidiary is a party or by which any of its Subsidiaries them is bound) (x) obligating the Company or any Company Subsidiary to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of or other equity, voting securities of Alpha or ownership interests in, or any of its Subsidiaries security convertible or obligating Alpha exercisable for or exchangeable into any capital stock of, or other equity, voting or ownership interest in, the Company or any of its Subsidiaries Company Subsidiary or any Company Voting Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, sell, extend or enter into any such security, option, warrant, call, right, security, unit, commitment, agreementContract, arrangement or undertakingundertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of the capital stock of the Company or any Company Subsidiary. As of the date of this Agreement, there are no not any outstanding contractual obligations of Alpha the Company or any of its Subsidiaries Company Subsidiary to (i) repurchase, redeem or otherwise acquire any shares of capital stock of Alpha of, or other equity, voting or ownership interests in, the Company or any Company Subsidiary or (ii) vote or dispose of its any shares of capital stock of, or other equity, voting or ownership interest in, any Company Subsidiaries. In any event, the maximum number of shares of Eligible Shares that will be outstanding (on a fully diluted basis) at the Exchange Effective Time shall be not more than 90,782,213. (b) During the period from the close of business on the Capitalization Date to the date of this Agreement, there have been no issuances by the Company of any shares of capital stock of, or other equity, voting or ownership interests in, the Company other than issuances of shares of Company Common Stock in connection with the vesting or settlement of Company RSUs in accordance with their terms. To the Knowledge of the Company, there are no irrevocable proxies and no voting agreements with respect to any shares of the capital stock or other voting securities of the Company or any Company Subsidiary other than the Voting Agreement.

Capital Structure. (ia) The entire authorized capital stock of Alpha Parent consists of 100,000,000 2,000,000,000 shares of Alpha common stock, par value $1.00 per share (the “Parent Common Stock. As of December 14, 2001, 44,174,096 ”) and 1,500,000 shares of Alpha preferred stock, par value $1.00 per share (the “Parent Preferred Stock”). At the close of business on November 22, 2013, (i) 582,708,913 shares of Parent Common Stock were issued and outstanding and outstanding, (ii) no other shares of capital stock of Alpha Parent Preferred Stock were issued and outstanding. As of December 14, 2001, 10,370,507 (iii) 182,465,987 shares of Alpha Parent Common Stock were held by Parent in its treasury, (iv) 32,027,774 shares of Parent Common Stock were subject to options to purchase Parent Common Stock, (v) 23,955 shares of Parent Common Stock were subject to awards with respect to restricted Parent Common Stock, (vi) 2,911,298 shares of Parent Common Stock were subject to restricted stock unit awards with respect to Parent Common Stock) and (vii) 53,247,770 shares of Common Stock were reserved for issuance upon exercise pursuant to future awards under benefit plans of options outstanding under Alpha Stock PlansParent. As of December 14, 2001, no No shares of Alpha Parent Common Stock are subject to or were held as treasury shares. Since December 14, 2001 to issued in violation of the date preemptive rights of this Agreement, no shares of capital stock of Alpha any shareholder or any other securities purchase option, call option, right of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options first refusal, subscription right or rights outstanding as of December 14, 2001 any similar right under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as any provision of the date hereof no optionsDGCL, warrants the Organizational Documents of Parent or other rights any agreement to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Planswhich Parent is a party or otherwise bound. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b)4.2 and in Section 4.2 of the Parent Disclosure Letter, as of the date of this Agreement, there are no securities(i) issued and outstanding shares of capital stock of or other voting or equity interests in Parent, (ii) securities of Parent convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in Parent, (iii) options, warrantswarrants or other rights or agreements to acquire from Parent, callsor other obligation of Parent to issue, rightsdeliver, commitmentstransfer or sell, agreementsor cause to be issued, arrangements delivered, transferred or undertakings sold, any shares of any kind capital stock of or other voting or equity interests in Parent or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in Parent, (iv) voting trusts, proxies or other similar agreements to which Alpha Parent or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha Parent or any of its Subsidiaries is bound with respect to issue, deliver or sell, or cause to be issued, delivered or sold, additional the voting of any shares of capital stock of or other voting securities or equity interests in Parent or any of Alpha its Subsidiaries, (v) obligations restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in Parent or any of its Subsidiaries, or (vi) outstanding or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or other agreements or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or stock price performance or other attribute of Parent or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and (iii) being referred to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingcollectively as the “Parent Securities”). As of the date of this Agreement, there There are no outstanding obligations of Alpha Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. (b) All of the shares of capital stock Parent Common Stock are, and the shares of Alpha Parent Common Stock constituting the Per Share Common Stock Merger Consideration when issued will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of its Subsidiariesthe DGCL, the Organizational Documents of Parent, or any agreement to which Parent is a party or otherwise bound. Such shares have been issued in material compliance with all applicable state and federal Laws concerning the issuance of securities.

Capital Structure. (ia) The As of May 23, 2000, the authorized capital stock of Alpha consists the Company consisted of 100,000,000 (A) 50,000,000 shares of Alpha Company Common Stock. As Stock of December 14which 18,175,585 shares were issued, 2001, 44,174,096 consisting of 17,671,246 shares outstanding and 504,339 shares held in the treasury of the Company and (B) 5,000,000 shares of Alpha Common Stock were issued Preferred Stock, par value $0.01 per share, of which 50,000 shares have been designated Junior Participating Preferred Stock, Series A and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury sharesthe Rights. Since December 14May 23, 2001 2000 to the date of this Agreement, there have been no issuances of shares of the capital stock of Alpha the Company or any other securities of Alpha have been issued the Company other than issuances of shares of Alpha Common Stock issued (and accompanying Rights) pursuant to options or rights outstanding as of December 14May 23, 2001 2000 under the Alpha Stock PlansCompany's Benefit Plans (as defined below). All issued and outstanding shares of the capital stock of Alpha the Company are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class free of capital stock of Alpha is entitled to any preemptive rights. There are were outstanding as of the date hereof May 23, 2000, no options, warrants or other rights to acquire capital stock from Alpha the Company other than options and (w) options, warrants or other rights to acquire Alpha Common Stock capital stock from Alpha the Company disclosed in Section 3.2(a) of the Company Disclosure Letter, ("Alpha Stock Options"x) the Rights, (y) options to acquire capital stock from the Company representing in the aggregate the right to purchase 6,619,900 approximately 2,677,475 shares of Alpha Company Common Stock (collectively, the "Company Stock Options") under the Company's 1995 --------------------- Stock Purchase and Option Plan, 1996 Stock Option Plan, Stock Incentive Plan and Non-Employee Director Stock Option Plan (collectively, the "Company Stock Option -------------------- Plans") and (z) rights to purchase an aggregate of no more than approximately ----- 12,000 shares of Company Common Stock under the Alpha Company's Employee Stock Discount Purchase Plan and the International Employee Discount Purchase Plan (collectively, the "Company Purchase Plans"). Section 5.1(b3.2(a) of the Alpha Company ---------------------- Disclosure Schedule Letter sets forth a complete and correct list list, as of a recent date May 23, 2000, of all outstanding Alpha the number of shares of Company Common Stock subject to Company Stock Options or other rights to purchase or receive Company Common Stock granted under the Company's Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. . For purposes of this agreement, "Benefit Plans" means, with respect to ------------- any Person, each employee benefit plan, program, arrangement and contract (iiincluding, without limitation, any "employee benefit plan," as defined in Section (3) No bondsof the Employee Retirement Income Security Act of 1974, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote as amended ("Alpha Voting DebtERISA") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of and any bonus, deferred compensation, stock bonus, stock purchase, ----- restricted stock, stock option, employment, termination, stay agreement or bonus, change in control and severance plan, program, arrangement and contract) in effect on the date of this AgreementAgreement or disclosed on the Company Disclosure Letter, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha such Person or any of its Subsidiaries Subsidiary is a party party, which is maintained or contributed to by which any of them is bound obligating Alpha or any of its Subsidiaries to issue, deliver or sellsuch Person, or cause with respect to be issuedwhich such Person could incur material liability under Section 4069, delivered 4201 or sold, additional shares 4212(c) of capital stock or other voting securities of Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its SubsidiariesERISA.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 3,500 shares of Alpha Company Common Stock. As , of December 14, 2001, 44,174,096 which 1,750 shares of Alpha are Voting Common Stock were issued (“Voting Common Stock”), and outstanding and no other 1,750 shares of are Non-Voting Common Stock (“Non-Voting Common Stock”). The authorized capital stock of Alpha were issued and outstanding. As each Subsidiary of December 14the Company, 2001, 10,370,507 shares the number of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of each class of its capital stock, and the names of the holder thereof and the number of shares held by such holder is set forth on Schedule 2.2(a). All shares of Company Common Stock have the same preferences, limitations, and rights under the Company’s Certificate of Incorporation with respect to the receipt of proceeds in connection with the Merger. (b) As of the date hereof: (i) 1,533.584 shares of Company Common Stock are issued and outstanding in the names of the holders thereof as set forth on Schedule 2.2(b), of which 766.792 shares are Voting Common Stock and 766.792 shares are Non-Voting Common Stock; (ii) no shares of Company Common Stock are held in the treasury of the Company; (iii) no options to purchase capital stock of Alpha the Company are issued and outstanding; and (iv) no Company Common Stock is owned by any Subsidiary of the Company. Except as described above and except for any rights under the Earnings Share Units Agreements and under the Hill SPA, as of the date hereof, there are no shares of voting or non-voting capital stock, equity interests or other securities of the Company authorized, issued, reserved for issuance or otherwise outstanding. (c) All outstanding shares of Company Common Stock and the equity interests in each Subsidiary other than the Designated Subsidiaries, and to the knowledge of the Company the equity interests in each Designated Subsidiary (the equity interests of the Company’s Subsidiaries, collectively, the “Subsidiary Equity Interests”), are duly authorized, validly issued, fully paid and nonassessablenon-assessable, and no class not subject to, or issued in violation of, any kind of capital stock preemptive, subscription or any kind of Alpha is entitled to preemptive similar rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iiid) Except as otherwise set forth in this Section 5.1(b)Schedule 2.2(d) or as described in subsection (b) above, as of the date of this Agreement, (i) there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings other agreements of any kind to which Alpha the Company or any of its Subsidiaries other than the Designated Subsidiaries, and to the knowledge of the Company the Designated Subsidiaries, is a party or bound obligating the Company or any of its Subsidiaries other than the Designated Subsidiaries, and to the knowledge of the Company the Designated Subsidiaries, to issue, transfer, sell, purchase, redeem or acquire any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock of the Company or any of its Subsidiaries; and (ii) other than any rights under the Earnings Share Units Agreements, the Hill SPA and as set forth on Schedule 2.2(f), there are no outstanding or authorized stock appreciation, phantom stock, stock plans, equity-linked or similar rights or arrangements with respect to the Company or any of its Subsidiaries other than the Designated Subsidiaries, and to the knowledge of the Company the Designated Subsidiaries. All shares of capital stock issued by the Company and its Subsidiaries other than the Designated Subsidiaries, and to the knowledge of the Company the Designated Subsidiaries, have been issued in compliance, in all material respects, with all applicable Laws. (e) All issued and outstanding Subsidiary Equity Interests are owned by the Persons listed in Schedule 2.2(e), directly or indirectly. The Subsidiary Equity Interests owned by the Company are free and clear of all liens, charges, encumbrances, restrictions, covenants and claims of any nature (“Liens”), except Liens incurred in connection with the Credit Facility and the SPLLC Notes and described on Schedule 2.2(e). Except for the Subsidiary Equity Interests and as set forth on Schedule 2.2(e), neither the Company nor any of its Subsidiaries other than the Designated Subsidiaries, and to the knowledge of the Company the Designated Subsidiaries, has any interest in any stock, partnership or membership interests or units (whether general or limited) or any other interest or participation that confers on the Company or any of its Subsidiaries the right to receive a share of the profits and losses of, or distribution of Assets of, any other Person. (f) Except as set forth on Schedule 2.2(f), there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries other than the Designated Subsidiaries, and to the knowledge of the Company neither the Designated Subsidiaries nor any of the Stockholders of the Company, is a party or by which any of them is bound obligating Alpha with respect to the issuance, holding, acquisition, voting or disposition of 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 Alpha security or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As equity interest of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha Company or any of its Subsidiaries. (g) Neither the Company nor any of its Subsidiaries have owned within the past ten (10) years, and none of them currently owns, directly or indirectly, any capital stock or other securities or equity or ownership interests in any other corporation or in any limited liability company, partnership, joint venture or other entity, other than (i) former Subsidiaries that were merged with or into the Company or one of its Subsidiaries, (ii) publicly traded securities, (iii) capital stock or other securities or equity or ownership interests in any entity that is not or was not a Subsidiary of the Company or any of its current or former Subsidiaries, (iv) the Consolidated Subsidiaries and the Designated Subsidiaries, (v) Cash Equivalents, (vi) former Subsidiaries that were dissolved or (vii) as set forth on Schedule 2.2(g). Neither the Company nor any of the Subsidiaries, nor any of their predecessors or other entity previously owned by any of them has within the past ten (10) years conducted any material operations or line of business other than the Business.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 shares 1,000,000,000 Company Shares, of Alpha Common Stockwhich 334,164,092 Company Shares are issued and outstanding as of the date hereof. Of the issued and outstanding Company Shares as of the date hereof, 200,000 are held by GlobeImmune, Inc., a Subsidiary of the Company, and are treated as treasury stock for purposes of GAAP. No Company Shares are held directly by the Company as treasury stock. All of the issued and outstanding Company Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of December 14the date hereof, 2001, 44,174,096 shares of Alpha Common Stock were issued there are (i) 21,859,718 Company Shares reserved and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved available for issuance upon pursuant to the Company Stock Plan, (ii) Company Options to purchase 1,921,128 Company Shares, with a weighted average exercise price per Company Share of options $4.11, outstanding under Alpha the Company Stock PlansPlan, and (iii) the Company Warrant to purchase 2,000,000 Company Shares at an exercise price of $2.65 per Company Share. As of December 14, 2001, no shares of Alpha Common Stock were held Except as treasury shares. Since December 14, 2001 set forth above and except pursuant to the date CVR Agreements or as otherwise permitted under Section 7.1(a) of this Agreement, there are no shares preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of capital stock of Alpha any kind that obligate the Company or any other of its Subsidiaries to issue or sell any Company Shares or any securities of Alpha have been or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any Company Shares. The Company has issued other than shares of Alpha Common Stock issued (A) 151,998,715 contingent value rights pursuant to options the FDA CVR Agreement and (B) 151,998,715 contingent value rights pursuant to the Sales CVR Agreement, of which an aggregate of 139,768,338 contingent value rights are subject to irrevocable elections to receive Company Shares in the event of payment with respect to such contingent value rights. (b) Upon any issuance of any Company Shares in accordance with the terms of the Company Stock Plan, the Company Warrant or rights outstanding as of December 14the CVR Agreements, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are such Company Shares will be duly authorized, validly issued, fully paid and nonassessablenonassessable and free and clear of any lien, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no optionscharge, warrants pledge, security interest, claim, adverse ownership interest or other rights to acquire capital stock from Alpha encumbrance (each, a “Lien”), other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock restrictions under the Alpha Stock Plansapplicable securities Laws. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all The Company does not have outstanding Alpha Stock Options and the exercise prices thereof. (ii) No any bonds, debentures, notes or other indebtedness obligations the holders of Alpha having which have the right to vote with the holders of Company Shares on any matters on matter. There are no outstanding agreements which stockholders of Alpha may vote ("Alpha Voting Debt") are issued obligate the Company to repurchase, redeem or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as acquire any Company Shares or other securities of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha or any of its Subsidiaries to issue, deliver or sellCompany, or cause obligate the Company to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such securityagreements relating to any Company Shares or other securities of the Company, optionincluding any agreements granting any preemptive rights, warrantsubscription rights, callanti-dilutive rights, right, commitment, call or rights of first refusal or similar rights. The Company is not a party to any stockholders’ agreement, arrangement voting trust agreement, registration rights agreement or undertakingother similar agreement or understanding relating to any Company Shares or any other agreement relating to the disposition, voting or dividends with respect to any Company Shares. (c) The Company owns, directly or indirectly, the shares of capital stock of, or other equity or voting interests in, each of its Subsidiaries free and clear of any Liens, other than restrictions under applicable securities Laws. As of the date of this Agreement, there There are no outstanding options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of Alpha any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem issue or otherwise acquire sell any shares securities or obligations convertible or exchangeable into or exercisable for any securities of capital stock any Subsidiary of Alpha or the Company. Except for its interests in any of its Subsidiaries, the Company does not own, directly or indirectly, any capital stock of, or other equity interests of any nature in, any Person.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 40,000,000 shares of Alpha Common Stock. As of December 14, 2001, 44,174,096 and 40,000 shares of Alpha Preferred Stock. At the close of business on July 18, 2019, (i) 15,227,562 shares of Common Stock were issued and outstanding and no other outstanding; (ii) 40,000 shares of capital stock of Alpha Preferred Stock were issued and outstanding. As of December 14, 2001, 10,370,507 ; (iii) 7,188,036 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no pursuant to the Warrants; (iv) 6,359,300 shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 reserved for issuance pursuant to the date conversion of this Agreement, no Preferred Stock; and (v) 459,027 shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options were issuable upon the vesting or rights settlement of outstanding RSUs. Except as set forth on Section 4.3(a) of December 14the Company Disclosure Schedule, 2001 under the Alpha Stock Plans. All issued and all outstanding shares of capital stock Common Stock and Preferred Stock are, and, at the time of Alpha are issuance, all shares of Common Stock that may be issued upon the vesting or settlement of any RSUs or Warrants will be, duly authorized, validly issued, fully paid and nonassessable, not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or similar right. (b) Except as set forth in Section 4.3(a) and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b4.3(b) of the Alpha Company Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this AgreementSchedule, there are no securitiesnot issued, optionsreserved for issuance or outstanding, warrants, calls, rights, commitments, agreements, arrangements or undertakings and there are not any outstanding obligations of any kind to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional (i) any capital stock of the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other equity interests in, the Company or any Company Subsidiary, (ii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of Alpha the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (iii) any rights issued by, or other obligations of, the Company or any Company Subsidiary that are linked in any way to the price of any class of capital stock of the Company or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary. There are not any outstanding obligations of the Company or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Alpha the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (i), (ii) or (iii) of the immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company’s shareholders may vote. (c) Except as set forth on Section 4.3(c) of the Company Disclosure Schedule, none of the Company or any of its Subsidiariesthe Company Subsidiaries is a party to (i) any agreement with respect to the voting or issuance of, or restricting the transfer of, or providing registration rights with respect to, any capital stock or voting securities of, or other equity interests in, the Company or (ii) any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 200,000,000 shares of Alpha Company Common Stock and 70,000,000 shares of Company Preferred Stock. As of December 14, 2001, 44,174,096 (i) 129,849,690 shares of Alpha Company Common Stock were are issued and outstanding, (ii) 58,244,308 shares of Company Preferred Stock are issued and outstanding and no other (iii) 15,000,000 shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Company Common Stock were are reserved and available for issuance pursuant to the Company Stock Plan, of which 13,317,334 shares are reserved and available for issuance upon exercise of options outstanding under Alpha Company Stock PlansOptions. As of December 14, 2001the date hereof, no shares Company Stock Options, whether vested or unvested, are currently exercisable by the holders thereof. The Stockholder is the sole and exclusive owner of Alpha the Company Common Stock were held as treasury shares. Since December 14, 2001 to and Company Preferred Stock. (b) Section 3.03(b) of the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued Company Disclosure Letter sets forth a true and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding correct list as of the date hereof no optionsof (i) the holder of each Company Stock Option and (ii) the number of Company Stock Options held by such holder. The Option Payment Schedule will set forth, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha as of the Effective Time, ("Alpha i) a list of all Company Stock Options", (ii) representing in the aggregate holder of such Company Stock Option, (iii) the right to purchase 6,619,900 shares of Alpha Common exercise price for such Company Stock under the Alpha Option, (iv) whether such Company Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list Option is vested or unvested as of a recent date prior to the Effective Time and (v) the amount of all outstanding Alpha Stock Options and the exercise prices thereofCash Option Consideration payable to each holder. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iiic) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement3.03, there are (i) no securitiesoutstanding shares of capital stock of, or other equity or voting interests in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company, (iii) no outstanding options, warrants, callsrights or other commitments or agreements to acquire from the Company or any Subsidiary of the Company, rightsor that obligate the Company or any Subsidiary of the Company to issue, commitmentsany capital stock of, agreementsor other equity or voting interests in, arrangements or undertakings any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company, (iv) no obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests in, the Company and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any kind of the foregoing or dividends paid thereon (the items in clauses (i), (ii), (iii), (iv) and (v) being referred to which Alpha collectively as “Company Securities”). None of the Company or any of its Subsidiaries is a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or by which other similar agreement or understanding relating to any of them is bound obligating Alpha Company Securities or any of its Subsidiaries other agreement relating to issuethe disposition, deliver voting or sell, or cause dividends with respect to be issued, delivered or sold, additional any Company Securities. All outstanding shares of capital stock or other voting securities Company Common Stock and Company Preferred Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiariespreemptive rights.

Capital Structure. (ia) The As of the date hereof, the authorized capital stock of Alpha the Company consists of 100,000,000 shares of Alpha Common Stock. As of December 14, 2001, 44,174,096 shares of Alpha Common Stock were issued and outstanding and no other 90,100,000 shares of capital stock of Alpha which 90,000,000 are shares of Company Common Stock, and 100,000 are shares of preferred stock, par value $1 per share, of the Company ("Company Preferred Stock"). At the close of business on March 15, 2001, (i) 50,413,400 shares of Company Common Stock (including associated Rights) were issued and outstanding. As , all of December 14which were validly issued, 2001fully paid and nonassessable and free of preemptive rights, 10,370,507 (ii) 1,092 shares of Alpha Company Common Stock were held in the treasury or by Subsidiaries of the Company; (iii) 8,013,681 shares of Company Common Stock were reserved for issuance upon pursuant to options to purchase shares of Company Common Stock ("Company Stock Options") issued and outstanding pursuant to (A) the Company's Stock Option Plan, (B) the Company's Outside Director Stock Option Plan and (C) the Bozell, Jacobs, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc. Stock Option Plan (collectively, the "Company Stock Option Plans") (with a weighted average exercise price between $28 and $29); (iv) an additional 868,912 shares of options outstanding under Alpha Company Common Stock Plans. As of December 14were authorized (excluding shares subject to stockholder approval) for awards, 2001, but not yet issued; and (v) no shares of Alpha Common Company Preferred Stock were held as treasury sharesissued or outstanding. Since December 14, 2001 to Set forth in Section 3.2 of the letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is designated the Company Letter (the "Company Letter"), is a list of this Agreement, no shares each benefit plan of capital stock of Alpha the Company or its Subsidiaries under which any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options the Company are issuable or rights outstanding as of December 14, 2001 under the Alpha Stock Plansreserved for issuance. All issued and the outstanding shares of capital stock of Alpha Company Common Stock are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class free of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as As of the date of this Agreement, there are except for shares reserved or issuable in connection with the Rights Agreement, except as set forth above, except for the issuance of shares of Company Common Stock upon the exercise of Company Stock Options and except as set forth in Section 3.2 of the Company Letter, no securitiesshares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date hereof, except (i) as set forth above, (ii) for options, warrants, calls, rights, commitmentsputs and agreements that relate to securities of Subsidiaries other than Significant Subsidiaries with exercise or purchase prices that, agreementsin the aggregate, arrangements do not exceed $25 million and that are not referenced in Section 3.2 of the Company Letter and (iii) as set forth in Section 3.2 of the Company Letter, there are no options, warrants, calls, rights, puts or undertakings of any kind agreements to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha the Company or any of its Subsidiaries to issue, deliver deliver, sell or sellredeem, or cause to be issued, delivered delivered, sold or soldredeemed, any additional shares of capital stock (or other voting securities or equity equivalents) or convertible or exchangeable securities of Alpha the Company or any of its Subsidiaries or obligating Alpha the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentput or agreement. True, agreement, arrangement or undertaking. As complete and correct copies of the date Company Charter and Company Bylaws have been delivered to Parent. (b) Each outstanding share of this Agreementcapital stock (or other voting security or equity equivalent) of each Significant Subsidiary of the Company is duly authorized, there validly issued, fully paid and nonassessable, and each such share (or other voting security or equity equivalent) is owned by the Company or another Subsidiary of the Company, free and clear of all Liens other than such Liens which (individually or in the aggregate) are not material. The Company does not have any outstanding 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. Section 3.2(b) of the Company Letter contains a true, accurate and correct statement in all material respects of Exhibit 21 if it were dated as of March 15, 2001. (c) The Company and its Subsidiaries have no outstanding mandatory obligations, contingent or otherwise, to provide financing to or make any investment in (in the form of a mandatory loan, capital contribution or similar payment) any person or entity (other than wholly-owned subsidiaries) except (i) in the case of such persons and entities other than Modem Media, Inc. for obligations (A) involving no more than $15 million in the aggregate or (B) as disclosed in the Company SEC Documents (as hereinafter defined) or in Section 3.2(c) of Alpha or the Company Letter and (ii) in the case of Modem Media, Inc., the guarantees referenced in Section 3.2(d) of the Company Letter. (d) Section 3.2(d) of the Company Letter discloses all the agreements that the Company has with Modem Media, Inc. and all guarantees, indemnities and other forms of credit support that the Company and its Subsidiaries have undertaken in respect of liabilities and obligations incurred by Modem Media, Inc. (e) Except as set forth in Section 3.2(e) of the Company Letter, neither the Company nor any of its Subsidiaries is a party to repurchaseany agreement with Modem Media, redeem Inc. that restricts the acquisition or otherwise acquire any disposition of shares of capital stock of Alpha or any of its SubsidiariesModem Media, Inc. other than agreements with regard to restrictions relating to compliance with applicable securities laws.

Capital Structure. (i) The authorized capital stock of Alpha IRT consists of 100,000,000 150,000,000 shares of Alpha IRT Common Stock. As , of December 14, 2001, 44,174,096 which 34,197,736 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14September 30, 2001 under 2002, and 10,000,000 shares of preferred stock, $1.00 par value (the Alpha Stock Plans"IRT Preferred Stock"), none of which are outstanding. All issued and of the outstanding shares of capital stock of Alpha IRT Common Stock have been duly authorized and are duly authorized, validly issued, fully paid and nonassessable. Except for (i) IRT Options to purchase an aggregate of 928,088 shares of IRT Common Stock granted pursuant to the IRT Plans, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no optionshereof, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bondsthe right of the limited partners of IRT Partners, debenturesL.P., notes a Georgia limited partnership ("IRT Partners"), to convert the limited partnership units ("IRT OPUs") of IRT Partners, upon the terms and subject to the satisfaction of certain conditions contained in the Limited Partnership Agreement of IRT Partners dated August 12, 1998 (the "IRT Partners Agreement"), into an aggregate of 816,000 shares of IRT Common Stock as of the date hereof, no arrangement, subscription, warrant, call, commitment, agreement, scrip, understanding, option, convertible security, stock appreciation (or depreciation) or other indebtedness right (contingent or otherwise) to purchase or acquire, or any securities convertible into or exchangeable or exercisable for, any shares of Alpha having the right to vote on any matters on which stockholders class or series of Alpha may vote capital stock ("Alpha Voting DebtEquity Right") are issued of IRT or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), any of its Subsidiaries is authorized or outstanding as of the date of this AgreementAgreement and there is not outstanding or in effect as of the date of this Agreement any commitment, there are no securitiesagreement, optionsplan, warrants, calls, rights, commitments, agreements, arrangements arrangement or undertakings understanding (whether oral or written) of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha IRT or any of its Subsidiaries to issue, deliver issue any such Equity Rights or sell, to distribute to holders of any class or cause to be issued, delivered or sold, additional shares series of its capital stock any evidences of indebtedness or other voting securities of Alpha or assets. Neither IRT nor any of its Subsidiaries has any obligation (contingent or obligating Alpha otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof (other than as required by REITs generally under the Code or as set forth on Schedule 3.1(b) of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingthe IRT Disclosure Memorandum). As of the date of this Agreement, there the authorized capital stock, the authorized LLC Interests, the authorized Partnership Interests and the authorized Other Investment Interests, as applicable, of each Subsidiary of IRT consist in their entirety of the shares, the LLC Interests, the Partnership Interests and the Other Investment Interests described on Schedule 3.1(a)(ii) of the IRT Disclosure Memorandum, all of which shares and interests are no issued and outstanding obligations and owned beneficially and of Alpha record by IRT or any through wholly owned Subsidiaries of its Subsidiaries to repurchase, redeem or otherwise acquire any IRT. Schedule 3.1(b) of the IRT Disclosure Memorandum lists all Restrictive Agreements affecting shares of capital stock of Alpha IRT Common Stock or any of its Subsidiariesthe holders thereof known to IRT.

Capital Structure. (i) The authorized capital stock of Alpha consists of 100,000,000 shares of Alpha Common Stock. As of December 14, 2001, 44,174,096 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of the authorized capital stock of Alpha or any other securities the Company consists of Alpha have been issued other than (A) 200,000,000 shares of Alpha Company Common Stock Stock, of which not more than 46,591,000 shares plus no more than 600,000 shares issued pursuant to options or rights outstanding as the Company's Employee Stock Purchase Plan since December 31, 1998 are outstanding, and (B) 2,000,000 shares of December 14preferred stock, 2001 under the Alpha Stock Planspar value $.01 per share, of which no shares are outstanding. All issued and outstanding shares of the capital stock of Alpha the Company are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as As of the date hereof of this Agreement, there are no outstanding options, warrants or other rights to acquire capital stock from Alpha the Company other than options (C) rights issued pursuant to the Rights Agreement dated as of November 7, 1989 between the Company and other rights to acquire Alpha Common Stock from Alpha BankBoston, N.A., as amended and restated as of August 12, 1992, amended as of August 24, 1992, and amended and restated as of March 7, 1999 (as amended, the "Alpha Stock OptionsCOMPANY RIGHTS AGREEMENT") and (D) options representing in the aggregate the right to purchase 6,619,900 not more than 11,293,000 shares of Alpha Company Common Stock under the Alpha Stock Company Equity Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No All of the issued and outstanding shares of capital stock of the Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and are owned by the Company, free and clear of any liens, pledges, security interests, claims, encumbrances, restrictions, preemptive rights or any other claims of any third party ("LIENS"). (iii) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of Alpha the Company having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting DebtCOMPANY VOTING DEBT") are issued or outstanding. (iiiiv) Except as otherwise set forth in this Section 5.1(b3.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha the Company or any of its Subsidiaries a Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha the Company or any of its Subsidiaries such Subsidiary or obligating Alpha the Company or any of its Subsidiaries such Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha the Company or any of its Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or such Subsidiary. Immediately prior to the consummation of the Offer and Merger, no shares of Company Common Stock or other securities of the Company will be issuable pursuant to the Company Rights Agreement, and, immediately after the Effective Time, the Surviving Corporation will, assuming the execution of releases by holders of outstanding Company stock options as described in Section 5.11, have no obligation to issue, transfer or sell any shares of its Subsidiariescommon stock of the Surviving Corporation pursuant to any compensation and benefit plan.

Capital Structure. (i) The authorized capital stock of Alpha Telaria consists of 100,000,000 250,000,000 shares of Alpha common stock, $0.0001 par value per share (the “Telaria Common Stock. As of December 14”), 2001, 44,174,096 and 10,000,000 shares of Alpha undesignated preferred stock, $0.0001 par value per share (the “Telaria Preferred Stock”). At the close of business on December 11, 2019 (the “Telaria Measurement Date”), (A) 46,833,507 shares of Telaria Common Stock were issued and outstanding and no other (for the avoidance of doubt, excluding shares of capital stock Telaria Common Stock held by Telaria in its treasury), (B) 12,564,240 shares of Alpha Telaria Common Stock were held by Telaria in its treasury, (C) no shares of Telaria Preferred Stock were issued and outstanding. As of December 14, 2001, 10,370,507 (D) 5,410,193 shares of Alpha Telaria Common Stock were reserved for subject to issuance upon exercise of options outstanding under Alpha pursuant to Telaria Stock Plans. As of December 14, 2001, no Options and (E) 2,476,091 shares of Alpha Telaria Common Stock were held as treasury shares. Since December 14, 2001 subject to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued issuance pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. Telaria RSU Awards. (ii) All issued and outstanding shares of capital stock of Alpha are Telaria are, and all shares of capital stock of Telaria that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There Except as set forth in this Section 4.1(c) and except for changes since the Telaria Measurement Date resulting from the issuance of shares of Telaria Common Stock pursuant to Telaria Equity Awards outstanding on the Telaria Measurement Date in accordance with their present terms or as expressly permitted by Section 5.1(a)(ii), (A) there are not issued or outstanding as (1) any shares of capital stock or other voting or equity securities or interests of Telaria, (2) any securities or interests of Telaria or any of its Subsidiaries convertible into or exchangeable or exercisable for, or based upon the date hereof no value of, shares of capital stock or voting or equity securities or interests of Telaria or (3) any warrants, calls, options, warrants preemptive rights, subscriptions or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha Telaria or any of its Subsidiaries is a party (including any Subsidiary trust), or by which any obligations of them is bound obligating Alpha Telaria or any of its Subsidiaries to issue, any capital stock, voting or equity securities or interests or securities or interests convertible into or exchangeable or exercisable for, or based upon the value of, capital stock or voting or equity securities or interests of Telaria, and (B) there are no outstanding obligations of Telaria or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or interests or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities or interests of Telaria. (iii) Except for the Telaria Voting Agreement, there are no stockholder agreements or voting trusts or other agreements or understandings to which Telaria is a party with respect to the voting, or restricting the transfer, of the capital stock or other equity interest of Telaria. Telaria has not granted any preemptive rights, anti-dilutive rights or rights of first refusal, registration rights or similar rights with respect to its shares of capital stock that are in effect. No shares of capital stock of Telaria are held by any Subsidiary of Telaria. Telaria does not have outstanding any bonds, debentures, notes or other voting 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 Alpha or Telaria on any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. matter. (iv) As of the date of this Agreement, there are is no outstanding obligations of Alpha stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which Telaria or any of its Subsidiaries to repurchaseis subject, redeem party or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiariesbound.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 1,000,000,000 shares of Alpha Company Common Stock. As of December 14, 2001, 44,174,096 Stock and 20,000,000 shares of Alpha preferred stock, par value $0.0001 per share (the “Company Preferred Stock”). At the close of business on May 1, 2015 (the “Determination Date”), (A) 48,325,772 shares of Company Common Stock were issued and outstanding, (B) no shares of Company Common Stock were held by the Company in its treasury, (C) 11,225,011 shares of Company Common Stock were subject to outstanding options (the “Company Stock Options”), (D) 5,449,976 shares of Company Common Stock were issuable upon settlement or vesting of outstanding Company restricted stock units (the “Company Restricted Stock Units”), and (E) no shares of Preferred Stock were issued or outstanding or held by the Company in its treasury. All shares of Company Common Stock that are issued and outstanding as of the Determination Date are uncertificated shares. Section 3.01(c)(i) of the Company Disclosure Letter sets forth, as of the Determination Date, the number of shares of Company Common Stock reserved for issuance under all Company warrants (the “Company Warrants”) and convertible notes, including the Company Convertible Notes (“Convertible Notes”), together with the exercise/conversion prices and exercise/conversion periods thereof. Except as set forth above (and except with respect to shares that are issuable with respect to the Convertible Notes and Company Warrants), as of the Determination Date the Company has no shares of Company Common Stock, shares of Company Preferred Stock, Company Warrants, Convertible Notes or other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha or equity securities or instruments convertible or exchangeable into Company Common Stock were outstanding, reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14or subject to issuance, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to and the date of this Agreement, no shares of capital stock of Alpha or Company does not have any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock Common Stock subject to vesting or other forfeiture conditions or rights or repurchase by the Company. There are no bonds, debentures, notes or other indebtedness of Alpha the Company that give the holders thereof the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). (ii) All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights and no class free and clear of any Liens. Section 3.01(c)(ii) of the Company Disclosure Letter sets forth, as of the Determination Date, a list of all record holders of the Company Warrants. No Subsidiary of the Company owns any shares of capital stock of Alpha is entitled the Company. Except for any obligations pursuant to preemptive rights. There are outstanding this Agreement, as of the date hereof no options, warrants permitted by Section 4.01(a)(iv) or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreementabove, there are were no securities, options, warrants, callsrights (including, without limitation, preemptive, conversion, stock appreciation, redemption or repurchase rights), commitmentsconvertible or exchangeable securities, agreementsstock-based performance units, arrangements Contracts or undertakings of any kind to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound (1) obligating Alpha the Company or any of its Subsidiaries such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of, or equity interests in, or any security convertible or exchangeable for any capital stock or other security of, or equity interest in, the Company or of Alpha or any of its Subsidiaries or any Voting Company Debt, (2) obligating Alpha the Company or any of its Subsidiaries such Subsidiary to issue, grant, extend grant or enter into any such security, option, warrant, call, right, commitmentsecurity, agreementunit, arrangement Contract or undertaking. As undertaking obligating the Company to issue any securities or (3) that give any person the right to subscribe for or acquire any securities of the date Company or any of this Agreementits Subsidiaries, there or to receive any economic interest of a nature accruing to the holders of Company Common Stock or otherwise based on the performance or value of shares of capital stock of the Company or any of its Subsidiaries. There are no outstanding obligations of Alpha the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or options, warrants or other rights to acquire shares of Alpha capital stock of the Company or any such Subsidiary, other than as described above or pursuant to the Company Stock Plans. (iii) Section 3.01(c)(iii) of its Subsidiariesthe Company Disclosure Letter sets forth, as of the Determination Date, a correct and complete listing of all outstanding Company Restricted Stock Units and Company Stock Options, setting forth the holder, grant date, number of shares of Company Common Stock underlying each such award and vesting schedule with respect to each award, and the exercise price with respect to each Company Stock Option. Each Company Stock Option (A) was granted in compliance with all applicable Laws and the terms and conditions of the Company Stock Plan pursuant to which it was issued, (B) has an exercise price per share equal to or greater than the fair market value on the date of such grant, (C) has a grant date identical to the date on which the Board of Directors of the Company or the compensation committee thereof actually awarded such Company Stock Option and (D) qualifies for Tax and accounting treatment afforded to such Company Stock Option in the Company’s Tax Returns and the Company’s reports, respectively.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 (i) 75,000,000 shares of Alpha Common Stock. As common stock, $0.025 par value, of December 14, 2001, 44,174,096 which 6,944,244 shares of Alpha Common Stock were are issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no optionshereof, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No 5,000,000 shares of preferred stock, $0.01 par value, of which (a) 51 shares of Series A Preferred Stock authorized of which 51 shares of Series A Preferred Stock are issued and outstanding; (b) 71,120 shares of Series B Preferred Stock authorized of which 0 shares of Series B Preferred Stock are issued and outstanding; (c) 67,361 shares of Series C Preferred Stock authorized of which 0 shares of Series C Preferred Stock are issued and outstanding; and (d) 4,861,468 shares of undesignated “blank check” preferred stock. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Alpha 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 shareholders of Alpha the Company may vote ("Alpha Voting Debt") are issued or outstanding. (iii) vote. Except as otherwise set forth disclosed in this Section 5.1(b), as of the date of this AgreementCompany’s pubic securities filings, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries the Company is a party or by which any of them it is bound obligating Alpha or any of its Subsidiaries the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares common stock of capital stock the Company or other equity or voting securities of Alpha or any of its Subsidiaries the Company or obligating Alpha or any of its Subsidiaries the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding obligations contractual obligations, commitments, understandings or arrangements of Alpha or any of its Subsidiaries the Company to repurchase, redeem or otherwise acquire or make any shares payment in respect of capital any common stock of Alpha the Company or any other securities of its Subsidiariesthe Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register the Company’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Company or with respect to any securities of the Company.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 150,000,000 shares of Alpha Company Common Stock, par value $.01 per share. As of December 14May 15, 2001, 44,174,096 2002: (i) 22,932,876 shares of Alpha Company Common Stock were issued and outstanding and (ii) no other shares of capital stock Company Common Stock were held by the Company in its treasury or by the Company Subsidiary. At the close of Alpha were issued and outstanding. As of December 14business on May 15, 2001, 10,370,507 2002: 8,900,000 shares of Alpha Company Common Stock were reserved for issuance upon exercise in the aggregate pursuant to the Official Payments Corporation 1999 Stock Incentive Plan and the Official Payments Corporation 2000 Stock Incentive Plan (collectively, the "Company Stock Option Plans"), of options which 5,765,172 shares were subject to outstanding under Alpha Company Stock PlansOptions. As Section 3.01(c) of December 14the Company Disclosure Schedule sets forth a true, 2001correct and complete list, no as of May 15, 2002, of each outstanding option to purchase shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Company Common Stock issued pursuant to options or rights outstanding as under any Company Stock Option Plan (collectively, the "Company Stock Options"), including the holder, date of December 14grant, 2001 under exercise price and number of shares of Company Common Stock subject thereto and whether the Alpha Stock Plansoption is vested and exercisable. All issued and outstanding shares of capital stock of Alpha are the Company are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b3.01(c), except for changes since May 15, 2002 resulting from the issuance of shares of Company Common Stock or Company Stock Options pursuant to the Company Stock Option Plans as permitted by Section 4.01(b), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the date Company, (B) any securities of this Agreement, there are no securities, options, the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company and (C) any warrants, calls, rightsor options to acquire from the Company, commitmentsor obligation of the Company to issue, agreementsany capital stock, arrangements voting securities or undertakings securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, and (y) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any kind to which Alpha such securities or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares any such securities. The Company is not a party to any voting agreement with respect to the voting of capital stock any such securities. Other than the Company Subsidiary, the Company does not directly or indirectly beneficially own any securities or other voting securities of Alpha or beneficial ownership interests in any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiariesother entity.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 of: (a) 145,000,000 shares of Alpha Common Stock. As of December 14, 2001, 44,174,096 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are 138,355,958 shares of Common Stock issued and outstanding. There are no shares of preferred stock of the Company issued and outstanding. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Section 3.5(a) of the Company Disclosure Letter, no shares of Common Stock are held as treasury stock or are owned by the Company. Section 3.5(a) of the Company Disclosure Letter sets forth (i) each record holder of the outstanding shares of Common Stock, and the number of shares of Common Stock held by each such record holder, and (ii) with respect to each Option outstanding as of the date of this Agreement, the Holder of such Option, the exercise price of such Option as of the date of this Agreement, the number of shares of Common Stock underlying such Option and the grant date of such Option. Other than as set forth on Section 3.5(a) of the Company Disclosure Letter, there are no outstanding obligations Equity Interests of Alpha the Company. (b) Except as set forth in Section 3.5(b) of the Company Disclosure Letter, there are no stockholder agreements, voting trusts or other agreements or understandings relating to the voting of any shares of Common Stock, and there are no agreements between the Company or any of its Subsidiaries and any security holder or other Person, or among any holders of Common Stock, relating to repurchasethe registration, redeem sale or otherwise transfer (including agreements relating to rights of first refusal, co-sale rights or “drag along” rights) of any Common Stock. As a result of the Merger, (i) Parent will be the sole record and beneficial holder of all issued and outstanding Common Stock and all rights to acquire or receive any shares of capital stock Common Stock, whether or not such shares of Alpha Common Stock are outstanding, and (ii) the sole right after the Effective Time of Holders immediately prior to the Effective Time of Common Stock with respect to such Common Stock will be (A) the right to receive the portion of the Closing Per Share Cash Consideration allocable to such Common Stock pursuant to Section 2.2(a) or any (B) in the case of its Subsidiariesholders of Dissenting Shares, the right to payment of the fair value of such dissenting shares of Common Stock in accordance with the DGCL.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 shares of Alpha 95,000,000 Common StockShares and 5,000,000 Preferred Shares. As of December 14the Capitalization Time: (i) 34,400,502 Common Shares were issued and outstanding, 2001(ii) no Common Shares were issued and held by the Company in its treasury, 44,174,096 shares of Alpha Common Stock (iii) 1,777,778 Preferred Shares were issued and outstanding and no other shares Preferred Shares were held by the Company in its treasury; (iv) $6,888,000 aggregate principal amount of capital stock of Alpha Company Notes were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha ; and (v) no Common Stock Shares were reserved for issuance upon exercise of options outstanding under Alpha other than (A) 3,522,799 Common Shares reserved for issuance pursuant to the Company’s Stock Plans, assuming maximum performance under outstanding Company Equity Awards (B) 129,546 Common Shares reserved for issuance in respect of the Company Notes and (C) 5,333,334 Common Shares reserved for issuance in respect of the Preferred Shares. As of December 14, 2001From the Capitalization Time until the time at which this Agreement is executed, no shares Common Shares or Preferred Shares or securities convertible into or exercisable for Common Shares or Preferred Shares (including for the avoidance of Alpha doubt Company Options, Company PSUs or Company RSUs) have been repurchased or redeemed or issued (other than with respect to the exercise, vesting or settlement of Company Equity Awards outstanding prior to the Capitalization Time and pursuant to the terms of the applicable Stock Plan in effect on the Capitalization Time). (b) Except for the Preferred Shares and Company Notes, neither the Company nor any of its Subsidiaries have outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the Company on any matter or with the equity holders of any of the Company’s Subsidiaries on any matter, respectively. (c) Each Company Option (i) was granted in compliance with all applicable Laws and all the terms and conditions of the Stock Plan pursuant to which it was issued, and (ii) has an exercise price per Common Stock were held Share equal to or greater than the fair market value of a Share on the date of such grant. (d) Section 5.2(d) of the Company Disclosure Schedule sets forth, as treasury shares. Since December 14, 2001 to of the date of this Agreement: (i) each of the Company’s Subsidiaries; (ii) whether or not each such Subsidiary is a Wholly Owned Subsidiary (any Subsidiary that is not a Wholly Owned Subsidiary, no shares a “Non-Wholly Owned Subsidiary”); and (iii) for each Non-Wholly Owned Subsidiary, (A) the percentage of the Company’s ownership interest and the number and type of capital stock of Alpha or any other securities owned by the Company in each such Subsidiary, and (B) the percentage of Alpha have been issued such other than shares Person or Persons’ ownership interest and the number and type of Alpha Common Stock issued pursuant to options capital stock or rights outstanding as other securities owned by such other Person or Persons in each such Subsidiary, and the name and jurisdiction of December 14, 2001 under organization of such other Person or Persons. (e) All of the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha the Company (including, for the avoidance of doubt, the Common Shares and the Preferred Shares) have been duly authorized and are validly issued, fully paid and non-assessable and free and clear of any Encumbrance (other than any Permitted Encumbrance). Upon the issuance of any Common Shares in accordance with the terms of the Stock Plans in effect at the Capitalization Time, such Common Shares will be duly authorized, validly issued, fully paid and nonassessable, non-assessable and no class free and clear of any Encumbrance (other than any Permitted Encumbrance). Each of the outstanding shares of capital stock of Alpha is entitled to preemptive rights. There are outstanding as each of the date hereof no optionsCompany’s Subsidiaries is duly authorized, warrants validly issued, fully paid and non-assessable and, except for any shares of capital stock or other rights to acquire capital stock from Alpha securities of any Non-Wholly Owned Subsidiaries owned by such Persons contemplated by Section 5.2(d)(iii)(B), owned by the Company or by a Wholly Owned Subsidiary of the Company, free and clear of any Encumbrance (other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereofany Permitted Encumbrance). (iif) No bondsExcept as set forth in Section 5.2(a), debenturesSection 5.2(b), notes Section 5.2(c), Section 5.2(e) and the Company Notes, there are no preemptive, antidilutive or other indebtedness outstanding rights, subscriptions, options, warrants, conversion rights, exchangeable rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of Alpha having any kind that obligate the Company or any of its Subsidiaries to issue, transfer, exchange, register, redeem, acquire or sell any shares of capital stock, equity or voting interest or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person other than the Company a right to vote on subscribe for, purchase or acquire, any matters on which stockholders securities of Alpha may vote ("Alpha Voting Debt") the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (iiig) Except as otherwise set forth in this Section 5.1(b), as of for the date of this AgreementSupport Agreements, there are no securities, options, warrants, calls, rights, commitments, voting agreements, arrangements voting trusts, stockholders agreements, proxies or undertakings of any kind other agreements or understandings to which Alpha the Company or any of its Subsidiaries is a party or by which any with respect to the voting of them is bound obligating Alpha or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock or other voting securities of Alpha equity interest of, restricting the transfer of, or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issueproviding for registration rights with respect to, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha Company or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of Alpha Parent consists of 100,000,000 700,000,000 shares of Alpha Parent Common StockStock and 50,000,000 shares of preferred stock of Parent. As of December 14June 30, 20012015, 44,174,096 there were outstanding (A) 314,640,137 shares of Alpha Parent Common Stock, (B) Parent Stock Options to purchase an aggregate of 15,655,682 shares of Parent Common Stock (of which Options to purchase an aggregate of 9,682,286 shares of Parent Common Stock were issued exercisable), (C) Parent Restricted Stock Units with respect to an aggregate of 9,705,417 shares of Parent Common Stock, (D) no shares of preferred stock, and (E) 12,458,753 shares of Parent Common Stock reserved for issuance under the SunEdison, Inc. 2015 Long-Term Incentive Plan, 558,000 shares of Parent Common Stock reserved for issuance under the SunEdison, Inc. 2015 Non-Employee Director Incentive Plan, and 2,000,000 shares of Parent Common Stock reserved for issuance under the SunEdison, Inc. Employee Stock Purchase Plan. (ii) As of the close of business on July 17, 2015, except as set forth in this Section 3.02(b) and except for changes since such date resulting from the exercise of Options to purchase Parent Common Stock or the settlement of restricted stock units, in each case outstanding and on such date, there are no other issued, reserved for issuance or outstanding (A) shares of capital stock or other voting securities of Alpha were or other equity interests in Parent, (B) securities of Parent convertible into or exchangeable for shares of capital stock or other voting securities of or other equity interests in Parent, (C) warrants, calls, Options or other rights to acquire from Parent, or other obligation of Parent to issue, any shares of capital stock, voting securities or securities convertible into or exchangeable for capital stock or other voting securities of or other equity interests in Parent or (D) restricted shares, stock appreciation rights, performance units, contingent value rights, phantom stock or similar securities or rights issued and outstanding. or granted by Parent or any of its subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock or other voting securities of or other equity interests in Parent. (iii) As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares bonds, debentures, notes or other indebtedness of capital stock of Alpha Parent or any other of its subsidiaries having the right to vote (or which are convertible into or exercisable for securities having the right to vote) (collectively, “Parent Voting Debt”) on any matters on which Parent stockholders may vote are issued or outstanding nor are there any outstanding Options obligating Parent or any of Alpha have been issued other than shares its subsidiaries to issue or sell any Parent Voting Debt or to grant, extend or enter into any Option with respect thereto. (iv) All of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha Parent 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 nonassessable, including shares which constitute a portion of the Merger Consideration and no class any Parent Common Stock issuable upon conversion of the Convertible Note Consideration. Sufficient shares of Parent Common Stock have been reserved for the issuance of the maximum number of shares of Parent Common Stock issuable upon conversion of the Convertible Notes. All of the outstanding shares of capital stock stock, membership interests, partnership interests, voting securities or other ownership interests of Alpha each subsidiary of Parent are duly authorized, validly issued, fully paid and non-assessable and are owned, beneficially and of record, by Parent or a subsidiary of Parent, free and clear of any Liens. All of the shares of capital stock, membership interests, partnership interests, voting securities or other ownership interests of each Parent Joint Venture that are held by Parent or any subsidiary of Parent are duly authorized, validly issued, fully paid and non-assessable and are owned, beneficially and of record, by Parent or such subsidiary of Parent. The Convertible Notes, including the Convertible Notes which constitute a portion of the Merger Consideration, have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture, will be valid and binding obligations of Parent, enforceable against Parent in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and equitable principles of general applicability, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and will be entitled to preemptive rightsthe benefits of the Indenture. There are outstanding as of the date hereof no optionsvoting trusts, warrants proxies or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreementsunderstandings, restrictions or arrangements or undertakings of any kind to which Alpha Parent or any of its Subsidiaries subsidiaries is a party in favor of any person other than Parent or a subsidiary wholly-owned, directly or indirectly, by which any Parent with respect to the voting of them is bound obligating Alpha or any of its Subsidiaries the right to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock participate in dividends or other earnings on any capital stock, membership interests, partnership interests, voting securities or other ownership interests of Alpha Parent, any subsidiary of Parent or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its SubsidiariesParent Joint Ventures.

Capital Structure. (ia) The Immediately prior to the Closing, the authorized capital stock of Alpha consists the Company shall consist of 100,000,000 (i) 500,000 shares of Alpha Class A Common Stock. As , $0.01 par value, of December 14which 316,399 shares will be outstanding, 2001, 44,174,096 (ii) 200,000 shares of Alpha Class B Common Stock, $0.01 par value ("Class B Common Stock"), of which 10,000 shares will be outstanding, (iii) 75,000 shares of Series A Preferred Stock, $0.01 par value, ("Series A Preferred Stock") of which 40,000 shares will be outstanding and (iv) 20,000 shares of Series B Preferred Stock, $0.01 par value, of which no shares will be outstanding. Immediately prior to the Closing, all of the outstanding shares of Class A Common Stock, Class B Common Stock were and Series A Preferred Stock will have been duly authorized and will be validly issued, fully paid and nonassessable. The ownership of Class A Common Stock, the Class B Common Stock and the Series A Preferred immediately prior to the transactions contemplated hereby is as set forth on Schedule 3.03(a) hereto. The Acquired Securities have been duly authorized and, when issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to delivered in accordance with the date terms of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, will be validly issued, fully paid and nonassessable, and the issuance thereof will not have been subject to any preemptive rights or made in violation of any Applicable Law. (b) Immediately prior to the Closing, except for the Series A Preferred Stock, there will be (i) no class outstanding options, warrants, agreements, conversion rights, exchange rights, preemptive rights or other rights (whether contingent or not) to subscribe for, purchase or acquire any issued or unissued shares of capital stock of Alpha is entitled to preemptive rights. There are outstanding as the Company or any subsidiary of the date hereof no optionsCompany, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bondsno restrictions upon, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued Contracts or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as understandings of the date Company or any subsidiary of this Agreementthe Company, there are no securitiesor, optionsto the knowledge of the Company, warrants, calls, rights, commitments, agreements, arrangements Contracts or undertakings understandings of any kind other Person with respect to which Alpha the voting or any transfer of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any subsidiary. (c) The shares of its SubsidiariesClass B Common Stock to be issued upon conversion of the Acquired Securities have been duly authorized and adequately reserved in contemplation of the conversion of the Series B Preferred Stock and, when issued and delivered in accordance with the terms of the Certificate of Designation of the Series B Preferred Stock, will be validly issued, and will be fully paid and nonassessable, and the issuance thereof will not have been subject to any preemptive rights or made in violation of Applicable Law which would likely have a material adverse effect on such issuance. (d) The holders of the Series B Preferred Stock will, upon the issuance thereof, have the rights set forth in the Certificate of Designation of the Series B Preferred Stock (subject to the limitations and qualifications set forth therein and under the Nevada Revised Statutes). (e) The issuance of the Series B Preferred Stock contemplated by this Agreement will not cause any anti-dilution provisions contained in any outstanding securities of the Company to become applicable to such issuance.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 shares of Alpha Company Common Stock and 5,000,000 shares of preferred stock, $.01 par value, of the Company ("Company Preferred Stock"). As of December 14, 2001, 44,174,096 the date hereof: (i) 28,519,999 shares of Alpha Company Common Stock were issued and outstanding and no other (including Restricted Stock Grants but excluding shares of capital stock of Alpha Company Common Stock issuable pursuant to Section 5.8 hereof) were issued and outstanding. As of December 14, 2001, 10,370,507 ; (ii) 576,100 shares of Alpha Company Common Stock were held by the Company in its treasury and no shares of Company Common Stock were held by subsidiaries of the Company; (iii) 3,500,000 shares of Company Common Stock were reserved for issuance upon exercise pursuant to the Company's Stock Plans of options which 1,327,998 shares of Company Common Stock are subject to outstanding under Alpha Company Stock Plans. As of December 14, 2001, Options; (iv) no shares of Alpha Common Company Preferred Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha issued or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plansoutstanding. All issued and outstanding shares of capital stock of Alpha are the Company are, and all shares thereof which may be issued prior to the Closing Date will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive or any similar rights. There As of the date hereof: (i) 30,941,851 OP Units were issued and outstanding, of which 28,519,999 OP Units were owned by the Company and 2,421,852 OP Units were owned by Target OP's limited partners, all of whom are outstanding set forth on Schedule 3.1(c)(i) to the Company Disclosure Schedule; and (ii) no preferred partnership units of Target OP were issued and outstanding. Schedule 3.1(c)(ii) to the Company Disclosure Schedule is a true and complete list, as of the date hereof no optionshereof, warrants of all outstanding Company Stock Options, the number of shares subject to each such Company Stock Option, the exercise price and the names of the holders thereof. Except as set forth in this Section 3.1(c) or in accordance with the OP Agreement, (i) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other ownership interests of the Company or Target OP, (B) any securities of the Company or any of its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the Company, Target OP, or any of their subsidiaries, or (C) any warrants, calls, options or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha Company or any of its Subsidiaries is a party subsidiaries, or by which any obligation of them is bound obligating Alpha the Company or any of its Subsidiaries subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, Target OP, or any of their subsidiaries, and (ii) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares any such securities, other than pursuant to any "cashless exercise" provision of capital stock or other voting securities any Company Stock Options. None of Alpha the Company or any of its Subsidiaries subsidiaries is a party, and, to the Knowledge of the Company and except as set forth in the Charter and OP Agreement, no other person having "beneficial ownership" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of more than 5% of the outstanding Company Common Stock (a "Major Shareholder") is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or obligating Alpha granting any preemptive, antidilutive or other similar rights with respect to any of the securities of the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingsubsidiaries. As of the date of this Agreement, there There are no outstanding obligations of Alpha voting trusts, share or stockholders agreements or other agreements or understandings to which the Company or any of its Subsidiaries subsidiaries is a party or, to repurchasethe Knowledge of the Company, redeem or otherwise acquire any shares Major Shareholder is a party, with respect to the voting of the capital stock of Alpha the Company or any of its Subsidiariessubsidiaries. There is no debt of the Company or any of its subsidiaries which entitles the holder thereof to vote with holders of equity securities of the Company.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 30,000,000 shares of Alpha Common Stock and 5,000,000 shares of preferred stock (the "Preferred Stock"), of which 820,513 shares of Preferred Stock have been designated as the ESOP Preferred Stock. As At the close of December 14business on January 31, 20011997, 44,174,096 (i) 5,961,665 shares of Alpha Common Stock were issued and outstanding and no other shares outstanding, all of capital stock of Alpha which were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessablenonassessable and free of preemptive rights, and no class (ii) 786,869.1221 shares of capital stock ESOP Preferred Stock were issued and outstanding, all of Alpha is entitled to which were validly issued, fully paid and nonassessable and free of preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as As of the date of this Agreement, except for (i) the rights to purchase shares of Common Stock (the "Rights") issued pursuant to the Rights Agreement dated as of April 26, 1996 (the "Rights Agreement"), between the Company and State Street Bank, as Rights Agent; (ii) the rights of holders of shares of ESOP Preferred Stock to convert such shares into shares of Common Stock; and (iii) stock options covering not in excess of 1,550,670 shares of Common Stock, including shares offered under the Company's 1980 Nonqualified Stock Option Plan, Stock Option and Stock Appreciation Rights Plan of 1980, 1983 Incentive Stock Option Plan, 1984 Stock Option Plan, 1987 Stock Option and Restricted Stock Plan and 1993 Long-Term Incentive Plan (collectively, the "Company Stock Options"), there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha the Company or any of its Subsidiaries Subsidiary or obligating Alpha the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, rightright or agreement. Except as set forth in the Company Letter and except in respect of the ESOP Preferred Stock, commitment, agreement, arrangement or undertaking. As as of the date of this Agreement, there are no outstanding contractual obligations of Alpha the Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or (ii) to vote or to dispose of any shares of the capital stock of any of its the Company's Subsidiaries.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of Alpha the Company consists of 100,000,000 fifteen million (15,000,000) shares of Alpha Common Stock. As of December 14, 2001, 44,174,096 Stock and one million (1,000,000) shares of Alpha preferred stock, par value $.001 per share ("Preferred Stock"). At the close of business on May 18, 1999, (i) 3,730,135 shares of Common Stock were issued and outstanding outstanding, all of which were validly issued, fully paid and no other nonassessable and free of preemptive rights, (ii) 740 shares of capital stock Common Stock were held in the treasury of Alpha were issued the Company or by Subsidiaries of the Company and outstanding. As of December 14, 2001, 10,370,507 (iii) 413,389 shares of Alpha Common Stock were reserved for future issuance upon exercise pursuant to the Company's 1995 Long-Term Incentive Plan and 1987 Statutory-Nonstatutory Stock Option Plan (collectively, the "Stock Option Plans"). No shares of options outstanding under Alpha Preferred Stock Plansare outstanding. A total of 150,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock ("Series A Preferred Stock"), in connection with the Rights Agreement. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, except (i) as set forth above, (ii) for the rights to purchase Series A Preferred Stock ("Rights") pursuant to the Rights Agreement and (iii) as set forth in the Company SEC Documents (as hereinafter defined), no shares of capital stock of Alpha or any other voting securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly Company were issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to preemptive rightsreserved for issuance or outstanding. There are The Company does not have any outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness obligations the holders of Alpha which have the right to vote (or which are convertible into or exercisable for securities having the right to vote vote) with the stockholders of the Company on any matters on which stockholders of Alpha may vote matter ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as . As of the date of this Agreement, except for stock options covering not in excess of 305,240 shares of Common Stock issued under the Stock Option Plans, there are no securities, outstanding or authorized options, warrants, calls, rightsrights or subscriptions, claims of any character, obligations, convertible or exchangeable securities or other commitments, agreementscontingent or otherwise, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries the Company is a party or by which any of them it is bound obligating Alpha 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 Alpha the Company or any of its Subsidiaries or obligating Alpha the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement right or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiariesagreement (each an "Issuance Obligation").

Capital Structure. (i) The authorized share capital stock of Alpha the Company consists of 100,000,000 shares of Alpha Common Stock8,000,000,000 Shares. As of December 14January 28, 20012014 (the “Measurement Date”), 44,174,096 shares of Alpha Common Stock there were 38,791,834 Shares issued and outstanding (including 3,900 Repurchased Shares and 780,164 Reserved Shares) and no other shares of capital stock of Alpha were issued and outstandingShares held by any Company Subsidiary. As of December 14the Measurement Date, 2001, 10,370,507 shares there were (A) outstanding Company Options to purchase 2,490,273 Shares in the aggregate and (B) outstanding Company Restricted Shares with respect to 192,478 Shares in the aggregate. From the close of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to business on the Measurement Date until the date of this Agreement, no options or warrants to purchase, or other instruments convertible into, Shares have been granted and no share capital of the Company have been issued, except for (x) Shares issued pursuant to the exercise of Company Options outstanding as of the close of business on the Measurement Date in accordance with their respective terms, or (y) Shares issued upon the vesting and settlement of the Company Restricted Shares outstanding as of the close of business on the Measurement Date, in accordance with their respective terms. (ii) Except as set forth above in Section 5.1(c)(i) and except for the ADSs and the Deposit Agreement, as of the date of this Agreement, (A) there are no outstanding (x) shares of share capital stock of Alpha or any other securities of Alpha have been issued other than the Company, (y) securities of the Company convertible into or exchangeable for shares of Alpha Common Stock share capital or other securities of the Company, or (z) options, restricted share units, restricted shares, phantom shares, warrants, equity equivalent interests in the ownership or earnings of the Company or the Company Subsidiaries or other similar rights, rights or other commitments or agreements to acquire from the Company, or obligations of the Company to issue, any shares of share capital or other securities of the Company, or securities convertible into or exchangeable for shares of share capital or other securities of the Company (the items in foregoing clauses (x), (y) and (z) are referred to collectively as the “Company Securities”), and (B) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities. As of the date hereof, all outstanding Shares are, and all Shares which may be issued pursuant to options or rights the exercise of Company Options outstanding as and upon the vesting and settlement of December 14the Company Restricted Shares outstanding will be, 2001 under when issued in accordance with the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are terms thereof, duly authorized, validly issued, fully paid and nonassessable, non-assessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth Each grant of Company Options and Company Restricted Shares was made in this Section 5.1(b), as accordance with the terms of the date applicable Company Plan, and all applicable Laws in all material respects, and in compliance with the rules and regulations of this Agreementthe NASDAQ Global Market LLC (“NASDAQ”) in all material respects. (iv) All of the issued and outstanding shares or other equity interests of each of the Company Subsidiaries are owned by the Company or another Company Subsidiary, there free and clear of all Liens (other than Permitted Liens). Each of the outstanding shares or other equity interests of each of the Company Subsidiaries (other than the PRC Subsidiaries) is duly authorized, validly issued, fully paid and non-assessable (in each case, to the extent applicable). The registered capital of each PRC Subsidiary has been duly paid up (whether fully or partially) in accordance with PRC Law and its respective articles of association. There are no securities, options, warrants, calls, rights, convertible securities or other agreements or commitments, agreements, arrangements or undertakings of any kind to which Alpha in each case issued by the Company or any Company Subsidiary, relating to the issuance, transfer, sales, voting or redemption (including any rights of its Subsidiaries is a party conversion or by which exchange under any outstanding security or other instrument) for any of them is bound obligating Alpha the share capital or any of its Subsidiaries to issue, deliver or sellother equity interests of, or cause to be issuedother ownership interests in, delivered or sold, additional shares of capital stock or other voting securities of Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingCompany Subsidiary. As of the date of this Agreement, there are no outstanding obligations except for the Company Subsidiaries and except as may be classified as short-term investments on the consolidated balance sheets of Alpha the Company, the Company does not own, directly or any of its Subsidiaries to repurchaseindirectly, redeem or otherwise acquire any shares of share capital stock of Alpha of, or other equity interest in, or any interest convertible into or exercisable or exchangeable for any shares of its share capital of, or other equity interest in, any other Person that is material to the business of the Company and the Company Subsidiaries, taken as a whole.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 shares of Alpha Company Common Stock. As of December 14, 2001, 44,174,096 Stock and 1,000,000 shares of Alpha preferred stock, par value $0.0001 per share, of the Company (the "Company Authorized Preferred Stock"). At the close of business on February 20, 2003, (i) 10,632,877 shares of Company Common Stock were issued and outstanding and no other outstanding; (ii) 10,732 shares of capital stock Company Common Stock were held by the Company in its treasury; (iii) no shares of Alpha Company Authorized Preferred Stock were issued and or outstanding. As of December 14, 2001, 10,370,507 ; (iv) 1,942,895 shares of Alpha Company Common Stock were reserved for issuance pursuant to the Prograph Systems, Inc. 1999 Stock Option/Stock Incentive Plan, the Company ESPP, the Company's 2000 Stock Incentive Plan, the Company's 2002 Key Executive Stock Incentive Plan and the Company's 2002 Stock Incentive Plan (such plans, collectively, the "Company Stock Plans") (of which 1,287,097 shares are subject to outstanding Company Stock Options and 298,851 shares are reserved for issuance under the Company ESPP); (v) 133,354 shares of Company Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no Company Warrants; and (vi) 7,341,975 shares of Alpha Company Common Stock were held as treasury shares. Since December 14, 2001 reserved for issuance in connection with the rights (the "Rights") to purchase shares of Company Common Stock issued pursuant to the date Rights Agreement, dated as of this February 13, 2003, by and between the Company and Mellon Investor Services LLC (the "Rights Agreement"). Except as set forth above, at the close of business on February 20, 2003, no shares of capital stock of Alpha or any other voting securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly Company were issued, fully paid and nonassessablereserved for issuance or outstanding. Other than Company Stock Options, and there are no class of capital outstanding stock of Alpha is entitled to preemptive appreciation rights. There are outstanding as of the date hereof no options, warrants phantom shares or other rights to acquire capital stock from Alpha other than options and receive shares of Company Common Stock on a deferred basis or other rights linked to acquire Alpha the value of shares of Company Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock granted under the Alpha Company Stock PlansPlans or otherwise. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha 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 Alpha the Company or any of its Subsidiaries may vote ("Alpha Voting Debt") are issued or outstandingoutstanding or subject to issuance. (iiib) Concurrently with the delivery of this Agreement, the Company is delivering to the Parent a complete and correct list, as of February 20, 2003, of each holder of outstanding stock options or other rights to purchase or receive Company Common Stock (collectively, the "Company Stock Options") and each holder of Company Warrants, the number of shares of Company Common Stock subject to such Company Stock Option or Company Warrant, the name of the Company Stock Plan pursuant to which such Company Stock Option was granted, the exercise price of such Company Stock Option or Company Warrant, the vesting schedule of such Company Stock Option or Company Warrant, the extent to which such Company Stock Option or Company Warrant is vested, the Tax status under Section 422 of the Code of such Company Stock Option, the term of such Company Stock Option or Company Warrant and the events (including the Transactions or termination of service following the Merger) which could accelerate the vesting of such Company Stock Option or Company Warrant. (c) All outstanding shares of Company Common Stock are, and all shares which may be issued by the Company before the Effective Time will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens (other than Liens created by or imposed upon the holders thereof) and not subject to preemptive rights. Except as otherwise set forth in this Section 3.3 (including pursuant to the conversion or exercise of the securities referred to above) and except pursuant to Company Stock Options issued as expressly permitted by the terms of Section 5.1(b), as (i) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha Company or any of its Subsidiaries is a party (other than shares of capital stock or other voting securities of such Subsidiaries that are directly or indirectly owned by which the Company free and clear of Liens), (B) any securities of them is bound obligating Alpha the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, the Company or any of its Subsidiaries, or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, the Company or any of its Subsidiaries and (ii) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares any such securities. The Company is not a party to any voting agreement with respect to the voting of any such securities. Other than the capital stock of, or other voting equity interests in, its Subsidiaries, the Company does not directly or indirectly beneficially own any securities of Alpha or other beneficial ownership interests in any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingother entity. As The terms of the date Company Stock Plans and the provisions of this Agreementthe agreements evidencing such Company Stock Options expressly permit the assumption by the Parent of the outstanding Company Stock Options as provided in Section 2.5, there are no outstanding obligations without the consent or approval of Alpha the holders of such securities, the Company's stockholders or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiariesotherwise.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 300,000,000 shares of Company Common Stock, of which 7,077,682 shares were outstanding as of the close of business on February 14, 2017, and 100,000,000 shares of Alpha Common Stock. As preferred stock, par value $0.0001 per share of December 14the Company, 2001, 44,174,096 shares none of Alpha Common Stock which were issued and outstanding and no other shares as of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no shares of Company Common Stock or other shares of its capital stock reserved for issuance, except that, as of Alpha or any other securities of Alpha have been issued other than February 14, 2017, there were 1,128,158 shares of Alpha Company Common Stock issued reserved for issuance pursuant to options or rights outstanding the Company’s 2006 Long-Term Incentive Plan, as amended and restated, including each subplan thereof (including the Company’s 2013 Performance Share Unit Program and the Company’s 2016 Retention and Incentive Plan) (collectively, the “Stock Plan”). Each of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock or other securities of Alpha are each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any pledge, lien, charge, option, hypothecation, mortgage, security interest, adverse right, prior assignment, license, sublicense or any other encumbrance of any kind or nature whatsoever (an “Encumbrance”). Except to the extent set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no class securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of capital stock any shares of Alpha is entitled to preemptive rights. There are outstanding as Company Common Stock in accordance with the terms of the date hereof no optionsStock Plans, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha such shares of Company Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of Alpha Common Stock under the Alpha Stock Plansany Encumbrance. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all The Company does not have outstanding Alpha Stock Options and the exercise prices thereof. (ii) No any bonds, debentures, notes or other indebtedness obligations the holders of Alpha which have the right to vote (or convertible into or exercisable for securities having the right to vote vote) with the shareholders of the Company on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstandingmatter. (iiib) Except as otherwise set forth in this Section 5.1(b), 4.2(b) of the Company Disclosure Letter contains a correct and complete list of all outstanding Company Equity Awards as of the date of this Agreement, including the number of shares of Company Common Stock subject to each Company Equity Awards and the holder, grant date, exercise price (if applicable) and vested status with respect to each Company Equity Award, as applicable. (c) Each Company Option (i) was granted in compliance in all material respects with all applicable Laws and the terms and conditions of the Stock Plan (and any applicable subplan(s) pursuant to which it was issued), (ii) 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 such grant, and (iii) has a grant date identical to or later than the date on which it was granted. (d) Except for the Company Voting Agreements, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements voting trusts or undertakings of any kind other agreements or understandings to which Alpha the Company or any of its Subsidiaries is a party or by which otherwise to the Company’s Knowledge with respect to the voting of any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any of its Subsidiaries. (e) Section 4.2(e) of the Company Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company. The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the “HSR Act”).

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 shares of Alpha Common Stock500,000,000 Company Shares. As of December 14April 30, 20011998, 44,174,096 shares 180,000,000 Company Shares were outstanding, of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock which 1,645,973 were held as in the treasury sharesrelating to the options issued pursuant to the Share Option Schemes. Since December 14April 30, 2001 1998 to the date of this Agreement, there have been no issuances of shares of capital stock of Alpha the Company or any other securities of Alpha have been issued other than shares the Company, except as may be described in Schedule 3.1(e)(i) of Alpha Common the Company Disclosure Schedule in connection with the exercise or issuance of Company Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock PlansOptions. All issued and outstanding shares of capital stock of Alpha Company Shares are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha shares is entitled to preemptive rights, other than as provided by Dutch Law. There are were outstanding as of the date hereof April 30, 1998 no options, warrants or other rights rights, agreements, arrangements or commitments of any character to acquire capital stock shares from Alpha the Company other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under acquire 4,186,328 Company Shares pursuant to the Alpha Stock PlansShare Option Schemes. Section 5.1(bOther than as may be described in Schedule 3.1(e)(i) of the Alpha Company Disclosure Schedule sets forth a complete and correct list as of a recent Schedule, since April 30, 1998 to the date of all outstanding Alpha Stock Options this Agreement, no options or warrants or other rights to acquire shares of the Company have been issued or granted and no agreements or commitments have been entered into by the exercise prices thereofCompany to issue shares of the Company. (ii) All issued and outstanding shares of capital stock, partnership interests, membership interests, joint venture interests and other equity interests of each of the Company's material Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by the Company or another Subsidiary of the Company free and clear of all Encumbrances, in each case other than as provided by Law or the terms of any applicable partnership or similar agreement as in effect on the date hereof. (iii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Company Voting Debt") are Debt is issued or outstanding. (iiiiv) Except as otherwise set forth in this Section 5.1(b)3.2(d) or as permitted by this Agreement, as and other than, in the case of the Company's non-material Subsidiaries, pursuant to the terms of any partnership or similar agreement in effect on the date of this Agreementhereof, and other than as provided by Law, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other voting securities of Alpha the Company or any of its Subsidiaries or obligating Alpha the Company 34 27 or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As There are no commitments, agreements, arrangements or undertakings of any kind relating to the Company's right to vote or dispose of shares or other voting securities of the Company or its Subsidiaries, other than, in the case of its Subsidiaries, pursuant to the terms of the articles of organization, by-laws or other organizational document of such entity (including such entity's partnership agreement, if such entity is a partnership) in effect on the date of hereof, and other than as provided by Law. Except as permitted by this Agreement, there are no outstanding obligations of Alpha the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares or other equity interests of capital stock of Alpha the Company or any of its Subsidiaries, other than, in the case of non-material Subsidiaries, pursuant to the terms of its articles of organization, by-laws or other organizational document of such entity (including such entity's partnership agreement if such entity is a partnership) in effect on the date hereof, and other than as provided by Law.

Capital Structure. (i) The authorized capital stock of Alpha STH consists of 100,000,000 ten million (10,000,000) shares of Alpha STH Common Stock and one million (1,000,000) shares of Class A Preferred Stock, $1.00 par value per share (the "STH Preferred Stock"). As of December 14March 31, 20011998, 44,174,096 (a) there were 4,840,000 shares of Alpha STH Common Stock issued and outstanding, and no shares of STH Preferred Stock are issued and outstanding, (b) no shares of STH Common Stock or STH Preferred Stock were held by STH in its treasury, and (c) 139,200 shares of STH Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance issuable upon the exercise of outstanding options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to (the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 "STH Options") under the Alpha STH Stock PlansOption Plan. STH has no 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 STH on any matter. All such issued and outstanding shares of capital stock of Alpha STH Common Stock are duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights. Except (i) for the STH Options and (ii) as provided on Schedule 5.3 hereto, and no class there are not at the date of this Agreement any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate STH or any of the STH Subsidiaries to issue, transfer or sell any shares of capital stock of Alpha is entitled to preemptive rightsSTH or any of the STH Subsidiaries. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha STH having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Alpha STH may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there vote. There are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings outstanding contractual obligations of any kind to which Alpha STH or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its STH Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha STH or any capital stock, voting securities or other securities or other ownership interests in any of its the STH Subsidiaries or make any material investment (in the form of a loan, capital contribution or otherwise) in any person (other than one of the STH Subsidiaries). Except as provided in Section 4.1(d), after the Effective Time, PMCT will have no obligation to issue, transfer or sell any shares of capital stock or other equity interest of STH or PMCT pursuant to any STH Benefit Plan (as defined in Section 5.12).

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 990,000,000 shares of Alpha Company Common Stock. As of December 14, 2001, 44,174,096 Stock and 10,000,000 shares of Alpha preferred stock, $0.01 par value per share (the “Company Preferred Stock”). At the close of business on October 22, 2013, (i) 473,649,295 shares of Company Common Stock were issued and outstanding and outstanding, (ii) no other shares of capital stock of Alpha Company Preferred Stock were issued and outstanding. As of December 14, 2001, 10,370,507 (iii) 2,283,744 shares of Alpha Company Common Stock were reserved for issuance upon exercise the settlement of options outstanding under Alpha Stock Plans. As of December 14Company RSUs, 2001, no (iv) 591,929 shares of Alpha Company Common Stock were held as treasury shares. Since December 14reserved for issuance upon the settlement of outstanding Company PSUs (which number assumes a maximum percentage), 2001 to the date of this Agreement, no and (v) 37,820,861 shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Company Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 were available for grant under the Alpha Stock Company Equity Plans. All issued and outstanding shares of the capital stock of Alpha the Company are duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock of the Company is entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Company Common Stock may vote. Section 4.3(a) of the Company Disclosure Letter, sets forth for each holder of Company RSUs or Company PSUs outstanding as of the date of this Agreement (A) the name with respect to the holder of Company RSUs or Company PSUs, as applicable, (B) the maximum number of shares of Company Common Stock issuable in respect of such Company RSUs or Company PSUs, (C) the date of grant of such Company RSUs or Company PSUs, and (D) the vesting schedule and/or performance metrics, as applicable, for such Company RSUs or PSUs. There are no other rights, options, stock or unit appreciation rights, phantom stock or units, restricted stock units, dividend equivalents or similar rights with respect to the Company Common Stock other than the Company RSUs and Company PSUs disclosed on Section 4.3(a) of the Company Disclosure Letter. Each Company RSU grant and each Company PSU grant was made in accordance in all material respects with the terms of the Company Equity Plans and applicable Law. Prior to the Closing (and as close to Closing as reasonably practicable), the Company will provide to Parent a complete and correct list that contains the information required to be provided in Section 4.3(a) of the Company Disclosure Letter, that is correct and complete as of the date such list is provided; provided, however, that delivery of such updated schedule shall not cure any breach of this Section 4.3(a) for purposes of determining whether the applicable closing condition has been satisfied. (b) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable, . All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and no class validly issued. All shares of capital stock of Alpha is entitled to preemptive rights. There are outstanding as (or other ownership interests in) each of the date hereof no optionsCompany Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, warrants or other rights to acquire capital stock from Alpha other than options upon issuance will be validly issued, fully paid and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing nonassessable. Except as set forth in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b4.1(c) of the Alpha Company Disclosure Schedule sets forth a complete Letter, the Company owns, directly or indirectly, all of the issued and correct list as outstanding capital stock and other ownership interests of a recent date each of the Company Subsidiaries, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding Alpha Stock Options and the exercise prices thereofcapital stock or other securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iiic) Except as otherwise set forth in this Section 5.1(b)4.3 or in Section 4.3(a) of the Company Disclosure Letter, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Alpha the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound bound, obligating Alpha the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital Company Common Stock, shares of Company Preferred Stock or other equity securities or phantom stock or other voting securities contractual rights the value of Alpha which is determined in whole or in part by the value of any equity security of the Company or any of its the Company Subsidiaries or obligating Alpha the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. As Except as set forth in Section 4.3(c) of the Company Disclosure Letter, as of the date of this Agreement, there are no outstanding contractual obligations of Alpha the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock, shares of Company Preferred Stock or other equity securities of the Company or any Company Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Company Equity Plans in the event the grantees otherwise fail to satisfy withholding Tax obligations). Neither the Company nor any Company Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of Alpha the Company or any of its the Company Subsidiaries. (d) All dividends or other distributions on the shares of Company Common Stock and Company Preferred Stock and any material dividends or other distributions on any securities of any Company Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 shares of Alpha Common Stock. As At the close of December business on July 14, 20011999, 44,174,096 6,856,437 shares of Alpha Common Stock were issued and outstanding outstanding, and no other 371,464 shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise pursuant to outstanding options to purchase shares of options outstanding under Alpha Stock Planswhich have been granted to directors, officers, or employees of the Company or others ("Company Stock Options"). As Except as set forth above, at the close of December business on July 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement1999, no shares of capital stock of Alpha or any other equity securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options the Company were issued, reserved for issuance, or rights outstanding as of December 14, 2001 under the Alpha Stock Plansoutstanding. All issued and outstanding shares of capital stock of Alpha are the Company are, and all shares which may be issued pursuant to any outstanding Company Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There are outstanding Except as set forth in Section 4.2 of the date hereof Disclosure Schedule, no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes notes, or other indebtedness of Alpha the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders the shareholders of Alpha the Company or any Subsidiary may vote ("Alpha Voting Debt") are issued or outstanding. (iii) . Except as otherwise set forth disclosed in this Section 5.1(b), as 4.2 of the date of this AgreementDisclosure Schedule, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional all the outstanding shares of capital stock or other voting securities ownership interests of Alpha each Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more Subsidiaries, or by the Company and one or more such Subsidiaries, free and clear of all Liens. Except as set forth above or in Section 4.2 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries or obligating Alpha or Subsidiary has any of its Subsidiaries to issue, grant, extend or enter into any such security, outstanding option, warrant, callsubscription, or other right, commitment, agreement, arrangement or undertaking. As commitment which (i) obligates the Company or any Subsidiary to issue, sell or transfer, repurchase, redeem, or otherwise acquire or vote any shares of the date capital stock of the Company or any Subsidiary, (ii) restricts the transfer of shares of stock of the Company or any Subsidiary, or (iii) grants the right to participate in any equity appreciation of the Company or any Subsidiary. (b) When issued in accordance with the terms of this Agreement, there are no outstanding obligations and if applicable in accordance with the terms of Alpha the Notes, the Convertible Preferred Stock, and the Nonvoting Warrants, the Shares, the Convertible Preferred Stock, the Stock, the Nonvoting Stock, and the Nonvoting Warrant Shares will be duly authorized, validly issued, fully paid, and non-assessable, will not be issued in violation of any preemptive rights and will be free and clear of any and all taxes or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha or any of its SubsidiariesLiens.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 180,000,000 shares of Alpha Class A Common Stock, 55,000,000 shares of Class B Common Stock and 5,000,000 shares of preferred stock, par value $0.20 per share (the “Preferred Stock”). As of December 14the close of business on March 31, 20012011, 44,174,096 (i) 45,683,260 shares of Alpha Class A Common Stock were issued and outstanding and no other outstanding, (ii) 11,752,469 shares of capital stock of Alpha Class B Common Stock were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, (iii) no shares of Alpha Preferred Stock were outstanding and (iv) 3,340,714 shares of Common Stock were held as treasury sharesby the Company in its treasury. Since December 14As of the close of business on March 31, 2001 2011, (i) 5,761,318 shares of Class A Common Stock were subject to outstanding Company Options, (ii) 825,631 shares of Class A Common Stock were subject to Company Restricted Stock Awards, and (iii) other than 11,200,000 shares of Class A Common Stock reserved for issuance pursuant to the date Company Option Plans and 150,284 shares of this AgreementClass A Common Stock reserved for issuance pursuant to the ESPP, the Company has no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Class A Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 reserved for issuance under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plansany equity compensation plan. Section 5.1(b3.2(a) of the Alpha Company Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, (i) a list of all holders of Company Options, including the date of grant of such Company Options, the number of Shares of Class A Common Stock subject to such Company Options and the price per share at which such Company Options may be exercised, and (ii) a list of all holders of Company Restricted Stock Awards, including the date of grant and the number of Shares subject to such Company Restricted Stock Awards. All of the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to any preemptive rights. All shares of Class A Common Stock issuable upon exercise of Company Options and the Company Restricted Stock Awards have been duly reserved for issuance by the Company, and upon issuance of such shares of Class A Common Stock in accordance with the terms of the Company Option Plans, will be duly authorized, validly issued and fully paid and nonassessable and will not be subject to any preemptive or similar rights. (b) All of the issued and outstanding shares of capital stock or other equity interests of each of the Subsidiaries of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to any preemptive or similar rights, and are owned of record and beneficially by the Company or by a direct or indirect wholly-owned Subsidiary of the Company (other than directors’ qualifying shares), free and clear of any Lien (except for (i) any Permitted Lien, and (ii) such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act”), and other applicable securities Laws). Section 3.2(b) of the Company Disclosure Schedule sets forth as of the date of this Agreement the name of each Subsidiary of the Company and its jurisdiction of organization. (c) Except as set forth above in this Section 3.2, there are no securitiespreemptive or other outstanding rights, options, warrants, calls, conversion rights, commitments“phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which Alpha the Company or any of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries is bound obligating Alpha that obligate the Company or any of its Subsidiaries to issue, deliver issue or sell, or cause to be issued, delivered or sold, additional sell any shares of capital stock or other voting securities equity interests of Alpha the Company or any of its Subsidiaries or obligating Alpha any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other equity interests of the Company or any of its Subsidiaries to issueor outstanding bonds, grantdebentures, extend notes or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As other indebtedness of the date of this AgreementCompany having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the Company’s stockholders on any matter, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except pursuant to any Company Option Plan and the ESPP, there are no outstanding obligations of Alpha Contracts to which the Company or any of its Subsidiaries to is a party requiring the repurchase, redeem redemption, or otherwise acquire other acquisition of any shares of capital stock or other equity interests of Alpha the Company or any of its Subsidiaries. (d) Other than agreements included in, or incorporated by reference into, the Company Reports, there are no stockholder agreements, registration rights agreements, voting trusts or other Contracts to which the Company is a party with respect to the voting or registration of the capital stock or other voting or equity interests of the Company or any preemptive rights with respect thereto. (e) Except for the capital stock and other equity interests of the Company’s Subsidiaries set forth on Section 3.2(b) of the Company Disclosure Schedule and except as set forth on Section 3.2(e) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other equity interests in any Person. Neither the Company nor any of its Subsidiaries has entered into any commitment, arrangement or other Contract, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make any investment in any other Person.

Capital Structure. (ia) The As of the close of business on September 29, 2009 (the “Capitalization Date”), the authorized capital stock of Alpha the Company consists of 100,000,000 (i) 40,000,000 shares of Alpha Company Common Stock. As , of December 14, 2001, 44,174,096 which 16,072,984 shares of Alpha Common Stock were issued and outstanding and no shares were held in the treasury of the Company and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were outstanding. There are no other shares classes of capital stock of Alpha were issued and the Company authorized or outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of the capital stock of Alpha the Company are duly authorized, validly issued, fully paid and nonassessablenon-assessable, and no class of capital stock of Alpha is entitled to preemptive rights. There are . (b) From the close of business on the Capitalization Date through the date of this Agreement, there have been no issuances of shares of the capital stock or equity securities of the Company or any other securities of the Company other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options or the settlement of RSU rights outstanding as of the date hereof Capitalization Date under the Company Stock Plans. There were outstanding as of the Capitalization Date, no options, warrants warrants, calls, commitments, agreements, arrangements, undertakings or any other rights to acquire capital stock from the Company other than Company Stock Options and RSUs as set forth in Section 3.2(b) of the Company Disclosure Letter. Section 3.2(b) of the Company Disclosure Letter sets forth a complete and correct list, as of the Capitalization Date, of the number of shares of Company Common Stock subject to Company Stock Options, RSUs, or any other rights to purchase or receive Company Common Stock granted under the Company Stock Plans or otherwise. Immediately prior to the Closing, the Company will provide to Parent a complete and correct list, as of the Closing, of the number of shares of Company Common Stock subject to Company Stock Options, RSUs or any other rights to purchase or receive Company Common Stock granted under the Company Stock Plans or otherwise, the dates of grant, the extent to which such options are vested and, where applicable, the exercise prices thereof. No options, warrants, RSUs, calls, commitments, agreements, arrangements, undertakings or other rights to acquire capital stock from Alpha the Company, or other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in equity-based awards, have been issued or granted on or after the aggregate Capitalization Date through the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereofthis Agreement. (iic) No bonds, debentures, notes or other indebtedness of Alpha the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders holders of Alpha capital stock of the Company may vote ("Alpha Voting Debt") are issued or outstanding. (iiid) Except as otherwise set forth in this Section 5.1(b)3.2 or contained in Section 3.2(d) of the Company Disclosure Letter, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, (i) there are no outstanding obligations of Alpha the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any of its Subsidiaries except for purchases, redemptions or other acquisitions of capital stock or other securities (1) required by the terms of the Company Benefit Plans, (2) in order to pay Taxes or satisfy withholding obligations in respect of such Taxes in connection with the exercise of Company Stock Options, or (3) as required by the terms of, or necessary for the administration of, any plans, arrangements or agreements existing on the date hereof between the Company or any of its Subsidiaries and any director or employee of the Company or any of its Subsidiaries and (ii) there are no outstanding stock-appreciation rights, security-based performance units, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the stock price performance of the Company or any of its Subsidiaries (other than under the Company Stock Plans) or to cause the Company or any of its Subsidiaries to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”). (e) Except as set forth in this Section 3.2, as of the date of this Agreement, there are no outstanding obligations of the Company or any of its Significant Subsidiaries (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the sales, issuance, repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to any shares of Company Common Stock or other Equity Interests in the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Letter sets forth, as of the date hereof, for each of the Company’s Significant Subsidiaries: (i) its authorized capital stock or other Equity Interests, (ii) the number of its outstanding shares of capital stock or other Equity Interests and type(s) of such outstanding shares of capital stock or other Equity Interests and (iii) the record owner(s) thereof. The Company owns directly or indirectly, beneficially and of record, all of the issued and outstanding shares of capital stock or other Equity Interests of each of the Company’s Significant Subsidiaries, free and clear of any Liens other than Permitted Liens, and all of such shares of capital stock or other Equity Interests have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except for the ownership of Equity Interests in the Company’s Subsidiaries and investments in marketable securities and cash equivalents, none of the Company or any of its Subsidiaries owns directly or indirectly any Equity Interest in any Person, or has any obligation or has made any commitment to acquire any such Equity Interest, to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any of its Subsidiaries or any other Person that is or would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Capital Structure. (i) The Except as set forth in Schedule 3.3 of the Company Disclosure Schedule, the authorized capital stock of Alpha the Company consists of 100,000,000 50,000,000 Shares of Common Stock, $.10 par value (the "Common Stock") and 10,000,000 shares of Alpha Common Stockpreferred stock, par value $1.00 per share (the "Preferred Shares"). As of December 14the date hereof, 2001, 44,174,096 (i) 10,627,875 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha Preferred Shares were issued and outstanding. As of December 14, 2001, 10,370,507 (ii) 1,647,995 shares of Alpha Common Stock were reserved for issuance upon exercise of options Options pursuant to Option Plans, (iii) Options were outstanding under Alpha Stock Plans. As of December 14, 2001, no exercisable into 886,510 shares of Alpha Common Stock with an average exercise price of $17.74 and (iv) 203,365 shares of Common Stock were issued and are held in the Company's treasury. Except as treasury shares. Since December 14set forth above or on Schedule 3.3 of the Company Disclosure Schedule, 2001 to as of the date of this Agreement, : (i) no shares of capital stock of Alpha or any other voting securities of Alpha have been issued the Company are issued, reserved for issuance or outstanding; (ii) there are no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Benefit Plans which grant awards of any of the foregoing, and there are no other than shares outstanding contractual rights to which the Company is a party the value of Alpha Common Stock issued pursuant to options or rights outstanding as which is based on the value of December 14, 2001 under the Alpha Stock Plans. All issued and Shares; (iii) all outstanding shares of capital stock of Alpha are the Company are, and all Shares which may be issued will be, when so issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There ; and (iv) there are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha 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 Alpha the Company may vote ("Alpha Voting Debt") are issued or outstanding. (iii) vote. Except as otherwise set forth in this Section 5.1(b)above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha the Company or of any of its Subsidiaries or obligating Alpha the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of Alpha the Company or any of its Subsidiaries Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any of its Subsidiaries. Schedule 3.3 of the Company Disclosure Schedule accurately sets forth information regarding the current exercise price, date of grant and number of outstanding Options for each holder of Options pursuant to any Option Plan. Following the Effective Time, no holder of Options will have any right to receive shares of common stock of the Surviving Corporation upon exercise of Options.

Capital Structure. (ia) The As of the date hereof, the authorized capital stock of Alpha the Company consists of 100,000,000 25,000,000 shares of Alpha Company Common Stock. As At the close of December 14business on May 31, 20012000, 44,174,096 (i) 8,594,455 shares of Alpha Company Common Stock were issued and outstanding and no other shares outstanding, all of capital stock of Alpha which were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessable, nonassessable (except to the extent otherwise provided in Section 180.0622(2)(b) of the WBCL) and no class free of capital stock of Alpha is entitled to preemptive rights, (ii) no shares of Company Common Stock were held in the treasury of the Company, (iii) 2,488,000 shares of Company Common Stock were reserved for future issuance pursuant to the Company's Amended and Restated Stock Option Plan, any other option grants or plans, or pursuant to any plans assumed by the Company in connection with any acquisition, business combination or similar transaction (collectively, the "COMPANY STOCK OPTION PLANS"). There No shares of Company Common Stock are outstanding as held by any Subsidiary of the Company. (b) Section 3.2 (b) of the letter dated the date hereof no optionsand delivered on the date hereof by the Company to Parent, warrants or other rights which relates to acquire capital stock from Alpha other than options this Agreement and other rights to acquire Alpha Common Stock from Alpha is designated therein as the Company Letter (the "Alpha Stock OptionsCOMPANY LETTER") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), contains a correct and complete list as of the date of this AgreementAgreement of each outstanding option to purchase shares of Company Common Stock issued under the Company Stock Option Plans (collectively, the "COMPANY STOCK OPTIONS"), including the holder, date of grant, term, acceleration of vesting or exercisability, if any, exercise price and number of shares of Company Common Stock subject thereto. Except as set forth on Section 3.2(b) of the Company Letter and except for the Company Stock Options, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha the Company or any of its Subsidiaries or obligating Alpha the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, right or agreement, arrangement or undertaking. As . (c) Except as set forth in Section 3.2 of the date of this AgreementCompany Letter, there are no outstanding contractual obligations of Alpha the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of Alpha or any equity interests in the Company or any Subsidiary. Each outstanding share of capital stock of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable (except to the extent otherwise provided in Section 180.0622(2)(b) of the WBCL) and, except as disclosed in the Company SEC Documents (defined below) filed prior to the date of this Agreement, each such share is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. Section 3.2(c) of the Company Letter contains a correct and complete list as of the date of this Agreement of each of the Company's Subsidiaries. Except as set forth on Section 3.2(c) of the Company Letter, as of the date hereof, neither the Company nor any of its SubsidiariesSubsidiaries is party to or bound by (x) any agreement or commitment pursuant to which the Company or any Subsidiary of the Company is or could be required to register any securities under the Securities Act or (y) any debt agreements or instruments which grant any rights to vote (contingent or otherwise) on matters on which shareholders of the Company may vote. (d) Section 3.2(d) of the Company Letter contains a correct and complete list as of the date of this Agreement of each entity in which the Company owns an equity interest (other than a Subsidiary), including the number of outstanding shares of the stock of each such entity, the percentage interest represented by the Company's ownership in the entity, and the date of acquisition of the ownership interest in any such entity.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 205,000,000 shares, consisting of (i) 200,000,000 shares of Alpha common stock, par value $0.01 per share (“Company Common Stock”), and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of December 14April 30, 20012010, 44,174,096 61,201,595 shares of Alpha Company Common Stock were issued and outstanding and no other shares of capital stock of Alpha Company Preferred Stock were issued and or outstanding. As Each of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock or other securities of Alpha are the Company has been, and each Share which may be issued in connection with any Company Option, Company RSU or Company DSU, upon conversion of the Company’s outstanding Convertible Notes or pursuant to the ESPPs, will be, when issued and paid for in accordance with the terms of such instrument, duly authorized, validly issued, fully paid and nonassessable, and no class non-assessable. Each of the outstanding shares of capital stock or other securities of Alpha is entitled to preemptive rights. There are outstanding as each of the date hereof no optionsCompany’s Subsidiaries is duly authorized, warrants validly issued, fully paid and non-assessable and is owned by the Company or other rights to acquire capital stock from Alpha other than options a direct or indirect wholly-owned Subsidiary of the Company, free and other rights to acquire Alpha Common Stock from Alpha clear of any lien, pledge, claim, option, charge, security interest, limitation, encumbrance and restriction of any kind ("Alpha Stock Options") representing in the aggregate including any restriction on the right to purchase 6,619,900 shares vote, sell or otherwise dispose of Alpha Common Stock under the Alpha Stock Planssuch capital stock of other ownership interests). Other than as listed on Section 5.1(b4.1(b) of the Alpha Company Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and Letter, the exercise prices thereof. (ii) No bonds, debentures, notes Company does not directly or indirectly own any securities or other indebtedness beneficial ownership interests in any other entity (including through joint ventures or partnership arrangements), or have any investment in any other person. Section 4.1(b) of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b)Company Disclosure Letter lists, as of the date of this AgreementApril 30, there are no securities2010, all preemptive or other outstanding rights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or undertakings commitments of any kind (together with a chart reflecting the fully-diluted number of Shares that could be outstanding upon exercise, exchange or conversion thereof) to which Alpha the Company or any of its Subsidiaries is a party party, or by which the Company or any of them is bound its Subsidiaries are bound, obligating Alpha the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other voting securities of Alpha the Company or any of its Subsidiaries or obligating Alpha any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. Except for the foregoing, no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither the Company nor any of its Subsidiaries is a party to issue, grant, extend or enter into aware of any such security, option, warrant, call, right, commitment, agreement, arrangement voting or undertakingother stockholders agreement with respect to its securities or the securities of any of its Subsidiaries. As There are not any outstanding contractual obligations of the date of this Agreement, there are no outstanding obligations of Alpha Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or to file any registration statement with respect to any shares of capital stock of Alpha the Company or any of its Subsidiaries. No Subsidiary of the Company owns any Shares, Company Options, Convertible Notes or any other interest convertible into or determined by reference to the value of Shares. No bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) are issued or outstanding as of the date hereof. Since April 30, 2010, (x) there have been no issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of shares of Company Common Stock pursuant to Company Options and ESPPs outstanding on April 30, 2010 and (y) there have been no issuances by the Company of options, warrants, other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Shares.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 500,000 Class A Common Shares, 500,000 Class B Common Shares and 100,050 shares of Alpha Common StockPreferred Stock (collectively, the "Company Shares"). As of December 14the date hereof, 2001, 44,174,096 shares of Alpha (i) 495,000 Class A Common Stock were issued and outstanding and no other shares of capital stock of Alpha Shares were issued and outstanding. As , all of December 14, 2001, 10,370,507 shares of Alpha Common Stock which were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class free of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bondsno Class B Common Shares were issued and outstanding, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise no Company Shares were held by the Company in its treasury, (iv) 50,050 shares of Series A Preferred were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, and (v) 50,000 shares of Series B Preferred were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, except in each case for the agreements with stockholders of the Company set forth in this under Section 5.1(b), as 4.3 of the date Company Disclosure Schedule (the "Existing Stockholder Agreements"). Except for (i) outstanding Company Stock Options covering not in excess of this Agreement19,800 Company Shares under the Company Stock Option Plan, (ii) outstanding CVC Warrants exercisable for an aggregate 5,000 Common Shares and (iii) the Mezzanine Stock Purchase Warrant, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha the Company or any of its Subsidiaries to issue, deliver issue or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha the Company or any of its Subsidiaries or obligating Alpha the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, rightright or agreement. Except for the Existing Stockholder Agreements, commitment, agreement, arrangement or undertaking. As those equity-related agreements with executives of the date Company set forth on Schedule 4.3 of the Company Disclosure Schedule (the "Executive Equity Agreements"), and as provided in this Agreement, there are no outstanding contractual obligations of Alpha the Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities of Alpha the Company or any of its Subsidiaries, or (ii) to vote or to dispose of any shares of the capital stock of any of the Company's Subsidiaries. Except for (i) the phantom stock right (the "Phantom Stock Right") granted by Public Sub to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Phantom Right Employment Agreement, (ii) as described in the two preceding sentences and (iii) registration rights of certain stockholders of the Company pursuant to that certain Registration Rights Agreement dated as of October 14, 1997 between the Company and the signatories thereto, there are no agreements, arrangements or commitments of any character (including registration rights) relating to or based upon the issued or unissued capital stock or other securities of the Company or any of its Subsidiaries. The terms of the Company Stock Option Plan and Company Stock Options permit the Company to terminate unexercised Company Stock Options, whether vested or unvested, upon the Merger, without written consent or approval of the holders of the Company Stock Options, stockholders or otherwise. Section 4.3 of the Company Disclosure Schedule sets forth a complete and accurate list of all Company stockholders and the number, class and series of capital stock of Company owned, of record and beneficially, by each such Company stockholder. Section 4.3 of the Company Disclosure Schedule sets forth a complete and accurate list of all warrants, options, "phantom" stock rights, stock appreciation rights or agreements or similar rights to acquire capital stock of, or any economic value in, the Company or any of its Subsidiaries, including as to each holder thereof, the name of such holder, the number, class and series of shares of capital stock subject thereto, the exercisability, exercise price or conversion rate, and termination date thereof.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 24,000,000 shares of Alpha Company Common Stock and 5,000,000 shares of preferred stock, par value $1.00 per share ("Company Preferred Stock. "). (b) As of December 14, 2001, 44,174,096 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha the date hereof: (i) 14,529,823 Shares (excluding the Shares held in treasury) were issued and outstanding. As , all of December 14, 2001, 10,370,507 shares of Alpha Common Stock which were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class free of capital stock of Alpha is entitled to preemptive or similar rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof.; (ii) No bonds, debentures, notes or other indebtedness no shares of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are Company Preferred Stock were issued or and outstanding.; (iii) except for 1,353,077 Shares held in the treasury of the Company, no Shares or shares of Company Preferred Stock were held in the treasury of the Company or by Subsidiaries of the Company; and (iv) 1,388,120 Shares were issuable upon exercise of outstanding Options granted under the Stock Plans as set forth on Section 4.2(b)(iv) of the Disclosure Schedule. (c) Except as otherwise set forth in this described on Section 5.1(b), as 4.2(c) of the date of this AgreementDisclosure Schedule, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other voting securities or securities convertible into or exchangeable for capital stock or voting securities of Alpha or other equity interests in the Company or any of its Subsidiaries or equity equivalents, interests in ownership or earnings of the Company (including stock appreciation rights, phantom stock or stock-based performance units) or other similar rights (collectively, "Company Securities") or obligating Alpha the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, right or agreement, arrangement and there are no outstanding contractual rights to which the Company or undertakingany of its Subsidiaries is a party the value of which is based on the value of any Company Securities. As Except as described on Schedule 4.2(c) of the date of this AgreementDisclosure Schedule, there are no programs in place or outstanding obligations of Alpha the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other voting securities of the Company or any Company Securities or to vote or dispose of any shares of the capital stock or other voting securities of any of the Subsidiaries of the Company. Each outstanding share of Common Stock is, and each share of Common Stock that may be issued pursuant to the exercise of outstanding Options, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive and similar rights and registration rights (d) Each outstanding share of capital stock of Alpha each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable and free of preemptive or similar rights and, except as set forth in Section 4.2(d) of the Disclosure Schedule, owned by the Company or a wholly-owned Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. There are no existing options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock or other equity interests or securities of any Subsidiary of the Company. (e) Except as described on Section 4.2(e) of the Disclosure Schedule, there are no stockholders agreements, voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound relating to the issued or unissued capital stock of the Company or any Subsidiary of the Company (including any such agreements or understandings that may limit in any way the solicitation of proxies by or on behalf of the Company from, or the casting of votes by, the stockholders of the Company with respect to the Merger) or granting to any Person or group of Persons the right to elect, or to designate or nominate for election, a director to the Board of Directors of the Company or any Subsidiary of the Company. The following information for each Active Subsidiary of the Company is listed in the Disclosure Schedule, if applicable: (i) its name and jurisdiction of incorporation or organization, (ii) the location of its Subsidiariesprincipal executive office, (iii) the names and positions of its senior officers, and (iv) the names of its directors.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 2,000,000,000 shares of Alpha common stock no par value, of the Company (the “EFH Common Stock. As ”) of December 14, 2001, 44,174,096 which 1,669,861,379.02 shares of Alpha EFH Common Stock were are outstanding as of the date hereof. All of the outstanding shares of EFH Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Other than up to 7,164,000 shares of EFH Common Stock issuable pursuant to the terms of outstanding awards under the Company Stock Plan outstanding as of the date hereof, there are no options to purchase shares of EFH Common Stock issued and outstanding. Except as set forth in this Section 5.1(b)(i) and Section 5.1(b)(i) of the Company Disclosure Letter, there are no preemptive or other outstanding and no other rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company, the reorganized Company, or any of their Subsidiaries to issue or sell any shares of capital stock or other equity securities of Alpha were the Company, the reorganized Company, or any of their Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company, the reorganized Company or any of their Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued and or outstanding. As . (ii) Except as set forth on Section 5.1(b)(ii) of December 14the Company Disclosure Letter, 2001, 10,370,507 none of the Subsidiaries of the Company own any shares of Alpha EFH Common Stock were reserved for issuance upon exercise Stock. Section 5.1(b)(ii) of options outstanding under Alpha Stock Plansthe Company Disclosure Letter sets forth a list of the Company’s Subsidiaries and the Company’s and each other Person’s equity interests in such Subsidiaries. As Except as set forth on Section 5.1(b)(ii) of December 14the Company Disclosure Letter, 2001, no shares each of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock or other equity securities of Alpha are each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenon-assessable, in the case of capital stock, and, in the case of equity securities that are not capital stock, the owners of such equity securities have no obligation to make capital contributions or other payments with respect to such equity securities under the organizational or governing documents of the applicable Subsidiary of the Company or under applicable Law or to make payments to creditors of the applicable Subsidiary of the Company solely by reason of ownership of such equity securities. Except as set forth on Section 5.1(b)(ii) of the Company Disclosure Letter, the ownership interests in each Subsidiary is owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and no class clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”), other than Liens permitted under and pursuant to EFIH’s debtor-in-possession credit facility and restrictions on transfer arising under applicable securities laws. Except as set forth on Section 5.1(b)(ii) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has entered into any commitment, arrangement or agreement, or are otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any other Person, other than any such commitment, arrangement or agreement with respect to, direct or indirect, wholly owned Subsidiaries of the Company or pursuant to a Contract (as defined below) binding on the Company or any of its Subsidiaries and set forth in Section 5.1(b)(ii) of the Company Disclosure Letter. For purposes of this Agreement, a “wholly owned Subsidiary” shall include any Subsidiary of the Company (or Parent) of which all of the shares of capital stock of Alpha is entitled to preemptive rights. There or other equity interests are outstanding as owned by the Company (or Parent) or one or more wholly owned Subsidiaries of the date hereof no optionsCompany (or Parent), warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstandingapplicable. (iii) Except as otherwise set forth in this Section 5.1(b), as 5.1(b)(iii) of the date of this AgreementCompany Disclosure Letter, there are no securities, options, warrants, calls, rights, commitments, shareholder agreements, arrangements voting trusts or undertakings of any kind other agreements or understandings to which Alpha the Company or any of its Subsidiaries is a party or by which any of them the foregoing is bound obligating Alpha relating to the voting or registration of 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 equity securities of Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Alpha or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha Company or any of its Subsidiaries. (iv) Except with respect to the right to vote on a plan of reorganization of the E-Side Debtors under the Bankruptcy Code in connection with the Chapter 11 Cases, no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote on any matters on which equity holders of the Company or its Subsidiaries may vote, are issued or outstanding.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists 105,000,000 (one hundred and five million) shares, consisting of (i) 100,000,000 (one hundred million) shares of Alpha Company Common Stock. As , of December 14, 2001, 44,174,096 which 88,832,664 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights are outstanding as of December 14the date hereof, 2001 under and (ii) 5,000,000 (five million) shares of preferred stock, par value $0.01 per share (“Preferred Stock”), none of which are outstanding as of the Alpha Stock Plansdate hereof. All issued and Each of the outstanding shares of capital stock or other securities of Alpha are each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable and is owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, free and no class clear of any lien, pledge, claim, option, charge, security interest, limitation, encumbrance and restriction of any kind (including any restriction on the right to vote, sell or otherwise dispose of such capital stock of Alpha is entitled other ownership interests). Other than with respect to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Subsidiaries listed on Section 5.1(b) of the Alpha Company Disclosure Schedule sets forth a complete and correct list as Schedule, the Company does not directly or indirectly own any securities or other beneficial ownership interests in any other entity (including through joint ventures or partnership arrangements), or have any investment in any other Person. Other than options to purchase up to 4,737,980 shares of a recent date Company Common Shares at an average price of all outstanding Alpha $12.69 per share pursuant to the Company’s 2001 Stock Options Option Plan and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this AgreementCompany’s 2003 Stock Incentive Plan, there are no securitiespreemptive or other outstanding rights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or undertakings commitments of any kind to which Alpha the Company or any of its Subsidiaries is a party party, or by which the Company or any of them is bound its Subsidiaries are bound, obligating Alpha the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other voting securities of Alpha the Company or any of its Subsidiaries or obligating Alpha any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither the Company nor any of its Subsidiaries is a party to issue, grant, extend or enter into aware of any such security, option, warrant, call, right, commitment, agreement, arrangement voting or undertakingother shareholders agreement with respect to its securities or the securities of any of its Subsidiaries. As Other than as set forth in Section 5.1(b) of the date of this AgreementCompany Disclosure Schedule, there are no not any outstanding contractual obligations of Alpha the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or to file any registration statement with respect to any shares of capital stock of Alpha the Company or any of its Subsidiaries. Following the consummation of the Merger, there will not be outstanding any rights, warrants, options or other securities entitling the holder thereof to purchase, acquire or otherwise receive any shares of the capital stock of the Company or any of its Subsidiaries (or any other securities exercisable for or convertible into such shares). Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any Subsidiary of the Company on any matter or any agreements with respect to the voting of any Company Common Stock.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 (A) 150,000,000 Shares, of which 48,890,405 Shares were outstanding as of the close of business on July 26, 2013; and (B) 10,000,000 shares of Alpha Common Stockpreferred stock, par value $0.001 per share, of which none were outstanding as of the close of business on July 26, 2013. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of December 14the close of business on July 29, 20012013, 44,174,096 shares of Alpha Common other than 10,445,945 Shares reserved or available for issuance under the Company’s 1998 Stock were issued Plan, 2006 Equity Incentive Plan, 2012 Equity Incentive Plan and outstanding ESPP (collectively, the “Stock Plans”), and subject to the transactions contemplated by Section 7.13, the Company has no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were Shares reserved for issuance upon exercise issuance. Section 5.2(a) of options the Company Disclosure Letter contains a correct and complete list of options, restricted stock units and all other Company Awards outstanding under Alpha the Stock Plans. As Plans as of December 14July 29, 20012013, no shares of Alpha Common Stock were held as treasury shares. Since December 14including the holder, 2001 to the date of this Agreementgrant, no shares governing Stock Plan, term, number of capital stock Shares and, where applicable, exercise price. Each of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock or other securities of Alpha are each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable and free and clear of any lien, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no optionscharge, warrants pledge, security interest, claim or other rights to acquire capital stock from Alpha other than options encumbrance (each, a “Lien”). Except as set forth above and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock for any awards under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of Plans after the date of this Agreement, except for the rights (the “Rights”) issued pursuant to the Rights Agreement, dated as of February 26, 2013, between the Company and American Stock Transfer & Trust Company, LLC (the “Rights Agreement”), and except for preferred stock issued pursuant to this Agreement there are are, and as of the Closing Date there will be, no securitiespreemptive or other outstanding rights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha or any of its Subsidiaries or obligating Alpha that obligate the Company or any of its Subsidiaries to issue, grant, extend sell, redeem or enter into repurchase any such security, option, warrant, call, right, commitment, agreement, arrangement shares of capital stock or undertaking. As other securities of the date of this Agreement, there are no outstanding obligations of Alpha Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares securities or obligations of capital stock of Alpha the Company or any of its Subsidiaries convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Except for preferred stock issued pursuant to this Agreement, 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 holders of Shares on any matter. (b) Section 5.2(b) of the Company Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company. The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”).

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 45,000,000 shares of Alpha Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share ("Company Preferred Stock"). As At the close of December business on January 14, 20012003, 44,174,096 (i) 22,595,758 shares of Alpha Company Common Stock were issued and outstanding and outstanding, (ii) no other shares of capital stock of Alpha Company Common Stock were issued and outstanding. As of December 14held by the Company in its treasury, 2001, 10,370,507 (iii) 5,633,499 shares of Alpha Company Common Stock were reserved for issuance upon exercise pursuant to the Equity Compensation Plan of options outstanding under Alpha the Company, as amended, and the 2000 Equity Compensation Plan of the Company, as amended (such plans, collectively, the "Company Stock Plans. As "), of December 14which 3,884,538 shares of Company Common Stock were subject to outstanding Company Stock Options, 2001and 47,787 shares of Company Common Stock were subject to vesting and restrictions on transfer (collectively, "Company Restricted Stock"), (iv) no shares of Alpha Company Preferred Stock were issued or outstanding or were held by the Company as treasury shares and (v) warrants to acquire 106,329 shares of Company Common Stock from the Company pursuant to the warrant agreements set forth on Section 3.01(c) of the Company Disclosure Schedule and previously delivered in complete and correct form to Parent (the "Warrants") were held issued and outstanding. Except as treasury shares. Since December set forth above in this Section 3.01(c), at the close of business on January 14, 2001 to the date of this Agreement2003, no shares of capital stock or other voting securities or equity interests of Alpha the Company were issued, reserved for issuance or any outstanding. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other securities of Alpha have been issued rights (other than Company Stock Options and Warrants) that are linked to the value of Company Common Stock (collectively, "Company Stock-Based Awards"). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of January 14, 2003, of all outstanding options to purchase shares of Alpha Company Common Stock issued pursuant (collectively, "Company Stock Options") under the Company Stock Plans or otherwise, and all outstanding Warrants, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. No shares of Company Common Stock are subject to options repurchase by the Company at a fixed purchase price. All outstanding Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or rights outstanding as other award agreements, in each case in the forms set forth in Section 3.01(c) of December the Company Disclosure Schedule, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent with such forms. As of the close of business on January 14, 2001 under 2003, there were outstanding Company Stock Options to purchase 1,162,531 shares of Company Common Stock with exercise prices on a per share basis lower than the Alpha Merger Consideration, and the weighted average exercise price of such Company Stock PlansOptions was equal to $2.67. As of the close of business on January 14, 2003, there were outstanding Warrants to purchase 101,829 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration. Each Company Stock Option may, by its terms, be canceled in connection with the transactions contemplated hereby for a lump sum cash payment in accordance with and to the extent required by Section 5.04(a). All issued Warrants may, by their terms, be canceled in exchange for a lump sum cash payment in accordance with and to the extent required by Section 5.04(b). All outstanding shares of capital stock of Alpha are the Company are, and all shares which may be issued pursuant to the Company Stock Options or the Warrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha 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 Alpha the Company may vote ("Alpha Voting Debt") are issued or outstanding. (iii) vote. Except as otherwise set forth above in this Section 5.1(b3.01(c), as (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the date Company, (B) any securities of this Agreement, there are no securities, options, the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, rightsoptions or other rights to acquire from the Company or any of its Subsidiaries, commitments, agreements, arrangements or undertakings and no obligation of any kind to which Alpha the Company or any of its Subsidiaries is a party to issue, any capital stock, voting securities, equity interests or by which securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of them is bound obligating Alpha the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), there are no outstanding (1) securities of the 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 Alpha any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries or obligating Alpha Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, grantany capital stock, extend voting securities, equity interests or enter securities convertible into or exchangeable or exercisable for capital stock or voting securities of any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As Subsidiary of the date of this Agreement, there are no outstanding Company or (3) obligations of Alpha the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any of its Subsidiariessuch securities.

Capital Structure. (i) The authorized capital stock of Alpha Parent consists of 100,000,000 5,000,000,000 shares of Alpha Parent Common Stock. As , of December 14which 2,331,018,041 shares were outstanding as of the close of business on March 31, 2001, 44,174,096 and 6,000,000 shares of Alpha Common Stock were issued and outstanding and no other shares Serial Preferred Stock, par value $5.00 per share (the "Parent Preferred Stock"), none of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights which was outstanding as of December 14the close of business on March 31, 2001 under the Alpha Stock Plans2001. All issued and of the outstanding shares of capital stock of Alpha Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable. As of March 31, 2001, 144,645,878 shares of Parent Common Stock were held in treasury by Parent or Parent Subsidiaries. As of the date hereof, Parent has no commitments (including contingent or conditional commitments) to issue or deliver shares of Parent Common Stock or Parent Preferred Stock except that, as of March 31, 2001, there were outstanding options or other rights to purchase or receive up to 39,248,712 shares of Parent Common Stock granted pursuant to compensation, incentive and benefit plans, programs, agreements and arrangements ("Parent Plans"), and no class up to approximately 52,813,243 shares of capital Parent Common Stock were reserved for issuance or held for delivery pursuant to the Parent Plans (including pursuant to such outstanding options). (ii) Except as set forth above and for changes since March 31, 2001 resulting from the exercise of stock of Alpha is entitled to preemptive rights. There are options or other rights outstanding on such date, as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options"i) representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha Parent authorized, reserved, issued or outstanding, (ii) neither Parent nor any of its Subsidiaries is a party to any agreement creating preemptive or obligating Alpha other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible securities or other agreements, arrangements or commitments of any character relating to, or the value of which is determined by reference to, the issued or unissued share capital or other ownership interest of Parent, and (iii) neither Parent nor any of its Subsidiaries is a party to issueany agreement creating any other securities or obligations convertible or exchangeable into or exercisable for, grantor giving any Person a right to subscribe for or acquire, extend any equity securities of Parent, and no equity securities or enter into any obligations evidencing such securityrights are authorized, option, warrant, call, right, commitment, agreement, arrangement issued or undertakingoutstanding. As of the date of this Agreement, there are no outstanding obligations of Alpha or Neither Parent nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to repurchase, redeem vote (or otherwise acquire convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any shares of capital stock of Alpha or any of its Subsidiariesmatter.

Capital Structure. (i) The authorized capital stock of Alpha CAX consists of 100,000,000 75,000,000 shares of Alpha CAX Common Stock. As of December 14, 2001, 44,174,096 Stock and 25,000,000 shares of Alpha preferred stock, par value $.01 per share, of CAX (the "CAX Preferred Stock"). At the close of business on June 30, 1999: (i) 10,392,529 shares of CAX Common Stock were issued and outstanding and no other outstanding; (ii) 395,000 shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha CAX Common Stock were reserved for issuance upon exercise of pursuant to outstanding employee or director stock options outstanding granted under Alpha CAX's employee stock option plans (the "CAX Stock Plans. As of December 14, 2001, Options"); and (iii) no shares of Alpha Common CAX Preferred Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha had been designated or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plansissued. All issued and outstanding shares of capital stock of Alpha CAX are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There are Except as set forth in this Section 3.2(b) and except for changes since June 30, 1999 resulting from the issuance of shares of CAX Common Stock upon exercise of CAX Stock Options outstanding as of the date hereof no optionsJune 30, warrants 1999, or as permitted by Section 4.1(a), (i) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of CAX, (B) any securities of CAX or any CAX Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of CAX, (C) any warrants, calls, options or other rights to acquire from CAX or any CAX Subsidiary, and any obligation of CAX or any CAX Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock from Alpha other than options or voting securities of CAX or any CAX Subsidiary, and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings outstanding obligations of any kind to which Alpha CAX or any of its Subsidiaries is a party CAX Subsidiary to repurchase, redeem or by which otherwise acquire any of them is bound obligating Alpha such securities or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. There are no outstanding (A) securities of CAX or any CAX Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of Alpha in any CAX Subsidiary, (B) warrants, calls, options or other rights to acquire from CAX or any CAX Subsidiary, and any obligation of its Subsidiaries or obligating Alpha CAX or any of its Subsidiaries CAX Subsidiary to issue, grantany capital stock, extend voting securities or enter other ownership interests in, or any securities convertible into or exchangeable or exercisable for any such securitycapital stock, optionvoting securities or ownership interests in, warrant, call, right, commitment, agreement, arrangement any CAX Subsidiary or undertaking. As of the date of this Agreement, there are no outstanding (C) obligations of Alpha CAX or any of its Subsidiaries CAX Subsidiary to repurchase, redeem or otherwise acquire any shares such outstanding securities of capital stock CAX Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Other than rights granted to AIC and as set forth in the certificate of Alpha incorporation of CAX, neither CAX nor any CAX Subsidiary is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of its Subsidiariesthe CAX Stock Options, antidilutive rights with respect to, any securities of the type referred to in the two preceding sentences.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 shares an unlimited number of Alpha Common Stock. As Shares, of December 14, 2001, 44,174,096 shares of Alpha which 208,012,259 Common Stock Shares were issued and outstanding and no other shares as of capital stock the close of Alpha were issued and outstandingbusiness on March 25, 2015 (the “Capitalization Date”). As of December 14, 2001, 10,370,507 shares of Alpha Other than 4,222,988 Common Stock were Shares reserved for issuance under the Equity Incentive Plans (including 1,808,874 Common Shares subject to outstanding Company Options (which outstanding Company Options have a weighted average exercise price of $39.71), 2,414,114 Common Shares issuable upon exercise the vesting of options outstanding under Alpha Stock PlansCompany RSUs (assuming the performance targets associated with performance-based restricted stock units will be met at the maximum level) and no Common Shares reserved for issuance pursuant to the ESPP), in each case as of the close of business on the Capitalization Date, the Company has no Common Shares reserved for issuance. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to From the Capitalization Date through the date of this Agreement, (x) there have been no issuances by the Company of Common Shares or other voting securities of the Company, other than issuances of shares of capital Common Shares pursuant to the Equity Incentive Plans and (y) there have been no issuances by the Company of rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of Alpha any kind that obligate the Company to issue or sell any shares or other securities of Alpha the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company other than as would be permitted without consent of the Parent after the date of this Agreement pursuant to Section 4.1 of this Agreement. Except as set forth above, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or sell any shares or other securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations which by their terms provide the holders thereof with 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. All of the outstanding Common Shares have been issued other than shares duly authorized and are validly issued, fully paid and non-assessable. Upon any issuance of Alpha any Common Stock issued Shares reserved for issuance pursuant to options or rights outstanding as of December 14, 2001 awards under the Alpha Stock Equity Incentive Plans. All issued and outstanding shares of capital stock of Alpha are , such Common Shares will be duly authorized, validly issued, fully paid and nonassessablenon-assessable and free and clear of any Liens. (b) Each of the outstanding shares or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable and owned by the Company or a direct or indirect Subsidiary of the Company, free and clear of any Liens (other than Permitted Liens). There are no pre-emptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate any of the Company’s Subsidiaries to issue or sell any shares or other securities of the Company’s Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of any of the Company’s Subsidiaries, and no class of capital stock of Alpha is entitled to preemptive rightssecurities or obligations evidencing such rights are authorized, issued or outstanding. There are outstanding as None of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all Company’s Subsidiaries has outstanding Alpha Stock Options and the exercise prices thereof. (ii) No any bonds, debentures, notes or other indebtedness of Alpha obligations which by their terms provide the holders thereof with the right to vote (or which are convertible into or exercisable for securities having the right to vote vote) with the stockholders of the Company’s Subsidiaries on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstandingmatter. (iiic) Except as otherwise set Section (2)(c) of the Company Disclosure Letter sets forth in this Section 5.1(b), as of the date hereof: (i) each of this Agreementthe Company’s Significant Subsidiaries and the ownership interest of the Company in each such Significant Subsidiary and (ii) the Company’s or its Subsidiaries’ shares, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements equity interest or undertakings other direct or indirect ownership interest in any other Person other than any ownership interests consisting of any kind to which Alpha or less than 5% of the outstanding capital stock of such Person. Neither the Company nor any of its Subsidiaries owns, directly or indirectly, any voting interest in any Person that individually has a fair market value in excess of $10 million. (d) Section (2)(d) of the Company Disclosure Letter sets forth a correct and complete listing of all outstanding Company Equity Awards as of the Capitalization Date, setting forth the number of Common Shares subject to each Company Equity Award and the holder, grant date, vesting schedule (including whether the vesting is a party subject to any performance-related conditions, and, for any such Company Equity Awards granted on or after January 1, 2014, whether the vesting will be accelerated by the execution of this Agreement or consummation of the Transactions or by which any termination of them is bound obligating Alpha or any employment following consummation of the Transactions) and exercise price with respect to each Company Equity Award, as applicable. (e) Except as would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole), each Company Option (i) was granted in compliance with all Law and all of the terms and conditions of the Equity Incentive Plans pursuant to issue, deliver or sell, or cause to be which it was issued, delivered (ii) has an exercise price per Common Share equal to or sold, additional shares greater than the fair market value of capital stock or other voting securities of Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of a Common Share on the date of this Agreementsuch grant, there are no outstanding obligations (iii) has a grant date that is not prior to the date on which the Company’s board of Alpha directors or any of its Subsidiaries compensation committee actually awarded such Company Option and (iv) qualifies for the Tax and accounting treatment afforded to repurchasesuch Company Option in the Company’s Tax Returns and the Company Reports, redeem or otherwise acquire any shares of capital stock of Alpha or any of its Subsidiariesrespectively.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 shares of Alpha Common Stock24,000,000 Shares. As of December 14the date hereof, 2001, 44,174,096 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha (i) 6,726,615 Shares were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock (ii) 502,685 Shares were reserved for issuance upon exercise of options outstanding under Alpha Stock PlansOptions, and (iii) 200,108 Shares were issued and are held in the Company's treasury. As Except as set forth above or on Schedule 3.3(a) of December 14the Disclosure Schedule, 2001, no shares as of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, : (i) no shares of capital stock of Alpha or any other voting securities of Alpha have been issued the Company are issued, reserved for issuance or outstanding; (ii) there are no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Benefit Plans which grant awards of any of the foregoing, and there are no other than shares outstanding contractual rights to which the Company is a party the value of Alpha Common Stock issued pursuant to options or rights outstanding as which is based on the value of December 14, 2001 under the Alpha Stock Plans. All issued and Shares; (iii) all outstanding shares of capital stock of Alpha are the Company are, and all Shares which may be issued will be, when so issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There ; and (iv) there are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha 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 shareholders of Alpha the Company may vote ("Alpha Voting Debt") are issued or outstanding. (iii) vote. Except as otherwise set forth above or in this Section 5.1(b)Schedule 3.3(b) of the Disclosure Schedule, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha 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 Alpha the Company or of any of its Subsidiaries or obligating Alpha the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of Alpha the Company or any of its Subsidiaries Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any of its Subsidiaries. Schedule 3.3(c) of the Disclosure Schedule accurately sets forth information regarding the current exercise price, date of grant and number of outstanding Options for each holder of Options pursuant to any Company Option Plan. Following the Effective Time, no holder of Options will have any right to receive shares of common stock of the Surviving Corporation upon exercise of Options.

Capital Structure. (i) The authorized capital stock of Alpha the Company consists of 100,000,000 85,000,000 shares of Alpha Company Common Stock. , par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. (ii) As of December 14, 2001, 44,174,096 shares of Alpha Common Stock were issued and outstanding and no other shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no : (A) 22,064,768 shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Company Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All are issued and outstanding shares outstanding, all of capital stock of Alpha which are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class were issued in full compliance with all applicable laws and not in violation of capital stock of Alpha is entitled to any preemptive rights. There ; (B) no shares of Company preferred stock are outstanding as issued and outstanding; and (C) 2,001,752 shares of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Company Common Stock from Alpha are reserved for issuance pursuant to outstanding Company Stock Options ("Alpha including exercisable and unexercisable Company Stock Options"). (iii) representing Set forth in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(bCompany’s Disclosure Letter are: (a) of the Alpha Disclosure Schedule sets forth a complete and correct accurate list as of a recent date of all outstanding Alpha Company Stock Options Options, including the names of the optionees, dates of grant, exercise prices, dates of vesting, dates of termination, shares subject to each grant and whether stock appreciation, limited or other similar rights were granted in connection with such options and (b) a complete and accurate list of all outstanding shares of Company Restricted Stock, including the exercise prices thereofnames of the grantees, dates of grant, dates of vesting and shares subject to each grant. (iiiv) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha the Company may vote ("Alpha Voting Debt") are issued or outstanding. (iiiv) Except as otherwise set forth in this Section 5.1(b3.2(c), as of the date of this Agreement, there (A) no shares of capital stock or other voting securities of the Company are no securitiesissued, reserved for issuance or outstanding, and (B) other than Company Stock Options, neither the Company nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound character obligating Alpha the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock of the Company (including any rights plan or other voting securities of Alpha or any of its Subsidiaries agreement) or obligating Alpha the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. Neither the Company nor any of its Subsidiaries has or is bound by any rights of any character relating to the purchase, arrangement sale or undertaking. As issuance or voting of, or right to receive dividends or other distributions on shares of Company Common Stock, or any other security of the date Company or a Subsidiary of this Agreementthe Company or any securities representing the right to vote, purchase or otherwise receive any shares of Company Common Stock or any other security of the Company or a Subsidiary of the Company. Other than as stated herein, there are no outstanding securities or instruments that contain any redemption or similar provisions, and there are no outstanding contractual obligations of Alpha the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any of its Subsidiaries. (vi) Other than the Voting Agreements and as set forth in the Company’s Disclosure Letter, there are no voting trusts, shareholder agreements, proxies or similar agreements to which the Company or any of its Subsidiaries is a party in effect with respect to the voting or transfer of the Company Common Stock or other voting securities or equity interests of the Company or granting any shareholder or other person any registration rights. The Company does not have in effect a “poison pill” or similar shareholder rights plan.

Capital Structure. (ia) The authorized capital stock of Alpha Trega consists of 100,000,000 40,000,000 shares of Alpha Trega Common Stock. As of December 14, 2001, 44,174,096 Stock and 5,000,000 shares of Alpha preferred stock, $.001 par value ("TREGA PREFERRED STOCK"). At the close of business on November 2, 1998: (i) approximately 13,995,461 shares of Trega Common Stock were issued and outstanding and no other outstanding; (ii) up to approximately 4,960,465 shares of capital stock Trega Common Stock were reserved (or available) for issuance upon the exercise of Alpha were issued options granted (or available for grant) by Trega under its 1992, 1995 or 1996 Stock Plans ("TREGA OPTIONS"); and outstanding. As of December 14, 2001, 10,370,507 (iii) up to approximately 250,000 shares of Alpha Trega Common Stock were reserved for issuance upon exercise of options outstanding under Alpha the Trega 1996 Employee Stock PlansPurchase Plan. As of December 14, 2001, no No shares of Alpha Common Trega Preferred Stock were are outstanding. (b) The authorized capital stock of Acquisition Corporation consists of 1,000 shares of common stock, of which, as of the date of this Agreement, 100 shares are issued and outstanding and held by Trega. (c) Except as treasury sharescontemplated by this Agreement, as set forth on SCHEDULE 4 attached hereto or as referenced in the Trega SEC Documents (defined below), as of the date of this Agreement there are no options, warrants or other rights, agreements, arrangements or commitments relating to the issued or unissued capital stock of Trega or any subsidiary of Trega, including Acquisition Corporation (each a "Trega Subsidiary"), obligating Trega or any Trega Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, Trega or any Trega Subsidiary. Since December 14Between June 30, 2001 to 1998, and the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha Trega Common Stock have been issued other than shares of Alpha Common Stock issued by Trega, except pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding shares of capital stock of Alpha are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha having the right to vote on any matters on which stockholders of Alpha may vote ("Alpha Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements and commitments described in SCHEDULE 4 or undertakings of any kind to which Alpha or any of its Subsidiaries is a party or by which any of them is bound obligating Alpha or any of its Subsidiaries to issuereferenced in the Trega SEC Documents (including the exhibits thereto), deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha or any of its Subsidiaries or obligating Alpha or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there in each case in accordance with their respective terms. (d) There are no outstanding contractual obligations of Alpha Trega or any of its Subsidiaries Trega Subsidiary to repurchase, redeem or otherwise acquire any shares of Trega Common Stock, or any capital stock of Alpha of, or any equity interests in, any Trega Subsidiary. Prior to the date hereof, Trega has made available to NaviCyte true and correct copies of its Subsidiariesall agreements to which Trega is a party pursuant to which holders of Trega securities have been granted any registration rights in respect thereof.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 200,000,000 shares of Alpha Company Common Stock. As of December 14, 2001, 44,174,096 par value $0.001 per share and 20,000,000 shares of Alpha preferred stock, par value $0.001 per share (the “Company Preferred Stock”). At the close of business on May 27, 2016 (the “Measurement Date”), (i) 42,871,191 shares of Company Common Stock were issued and outstanding and outstanding, (ii) no other shares of capital stock of Alpha Company Common Stock were issued and outstanding. As of December 14held by the Company in its treasury, 2001(iii) no Company Common Stock was owned by any Company Subsidiary, 10,370,507 (iv) 5,395,386 shares of Alpha Company Common Stock were subject to outstanding Company Stock Options with a weighted average exercise price of $2.47 per share, (v) no shares of Company Common Stock were subject to outstanding rights under the Company ESPP, (vi) no additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans, (vii) 2,970,524 shares of Company Common Stock were issuable upon exercise of options outstanding under Alpha the Company Warrants with a weighted average exercise price of $3.69 per share, and (viii) no shares of Company Preferred Stock Planswere issued or outstanding. As Except as set forth above, at the close of December 14, 2001business on the Measurement Date, no shares of Alpha Common Stock capital stock of the Company were held as treasury sharesissued, reserved for issuance or outstanding. Since December 14, 2001 From the Measurement Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock of Alpha the Company or any options, warrants, convertible or exchangeable securities, stock-based incentive units or other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant rights to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding acquire shares of capital stock of Alpha are the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, other than the issuance of Company Common Stock upon the exercise of Company Stock Options and Company Warrants. (b) All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There are outstanding as . (c) As of the date hereof of this Agreement, there are no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha 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 holders of Alpha Company Common Stock may vote by virtue of their ownership thereof ("Alpha “Voting Company Debt") are issued or outstanding”). (iiid) Except as otherwise set forth in this Section 5.1(b)above, as of the date of this Agreement, there are no securities, options, warrants, callsconvertible or exchangeable securities, rights, commitments, agreements, arrangements stock-based incentive units or undertakings of any kind other rights or Contracts to which Alpha or any of its Subsidiaries the Company is a party or by which any of them the Company is bound (i) obligating Alpha or any of its Subsidiaries the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha of, or any security convertible or exchangeable for any shares of its Subsidiaries or obligating Alpha capital stock of, the Company or any of its Subsidiaries Voting Company Debt (ii) obligating the Company to issue, grant, extend grant or enter into any such security, option, warrant, callsecurity, rightunit, commitment, agreement, arrangement right or undertakingContract or (iii) that give any Person the right to receive any economic interest of a nature accruing to the holders of Company Common Stock by virtue of their ownership thereof. As of the date of this Agreement, there are no outstanding contractual obligations of Alpha or any of its Subsidiaries the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any options, warrants, convertible or exchangeable securities, stock-based incentive units or other rights to acquire shares of its Subsidiariescapital stock of the Company, except for (A) acquisitions of shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price of Company Stock Options, (B) the withholding of shares of Company Common Stock to satisfy tax obligations with respect to awards granted pursuant to the Company Stock Plans and (C) the acquisition by the Company of Company Stock Options in connection with the forfeiture of such awards. (e) All Company Stock Options are (i) evidenced by written award agreements, in each case substantially in the forms that have been made available to Parent, except that such agreements differ from such forms and from one another with respect to the number of Company Stock Options or shares of Company Common Stock covered thereby, the exercise price (if applicable), exercise period, vesting schedule and expiration date applicable thereto and other similar terms and (ii) were granted with an exercise price at least equal to the fair market value of a share of Company Common Stock on the applicable date of grant (as determined pursuant to Section 409A of the Code).

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 750,000,000 shares of Alpha Company Common Stock. As of December 14, 2001, 44,174,096 par value $0.01 per share and 50,000,000 shares of Alpha preferred stock, par value $0.01 per share (the “Company Preferred Stock”). At the close of business on April 28, 2017 (the “Measurement Date”), (i) 131,694,581 shares of Company Common Stock were issued and outstanding and outstanding, (ii) no other shares of capital stock of Alpha Company Common Stock were issued and outstanding. As of December 14held by the Company in its treasury, 2001(iii) no Company Common Stock was owned by any Company Subsidiary, 10,370,507 (iv) 7,347,874 shares of Alpha Company Common Stock were subject to outstanding Company Stock Options with a weighted average exercise price of $24.06 per share, (v) 3,670,235 additional shares of Company Common Stock were reserved for issuance upon exercise pursuant to the Company Stock Plan, (vi) 310,190 shares of options Company Common Stock were subject to outstanding Company RSUs, (vii) no shares of Restricted Stock were outstanding under Alpha the Company Stock PlansPlan and (viii) no shares of Company Preferred Stock were issued or outstanding. As Except as set forth above, at the close of December 14, 2001business on the Measurement Date, no shares of Alpha Common Stock capital stock of the Company were held as treasury sharesissued, reserved for issuance or outstanding. Since December 14, 2001 From the Measurement Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock of Alpha the Company or any options, warrants, convertible or exchangeable securities, stock-based performance units or other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant rights to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All issued and outstanding acquire shares of capital stock of Alpha are the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, other than the issuance of Company Common Stock upon the exercise of Company Stock Options and the issuance of Company Common Stock upon vesting of Company RSUs. (b) All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There are outstanding as . (c) As of the date hereof of this Agreement, there are no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha 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 holders of Alpha Company Common Stock may vote by virtue of their ownership thereof ("Alpha “Voting Company Debt"”). Neither the Company nor any Company Subsidiary is party to any Contracts with respect to the voting (including voting trusts or proxies) are issued of any shares of Company Common Stock or outstandingother voting securities or equity interests of the Company. (iiid) Except as otherwise set forth in this Section 5.1(b)above, as of the date of this Agreement, there are no securities, options, warrants, callsconvertible or exchangeable securities, rights, commitments, agreements, arrangements stock-based performance units or undertakings of any kind other rights or Contracts to which Alpha or any of its Subsidiaries the Company is a party or by which any of them the Company is bound (i) obligating Alpha or any of its Subsidiaries the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha of, or any security convertible or exchangeable for any shares of its Subsidiaries or obligating Alpha capital stock of, the Company or any of its Subsidiaries Voting Company Debt, (ii) obligating the Company to issue, grant, extend grant or enter into any such security, option, warrant, callsecurity, rightunit, commitment, agreement, arrangement right or undertakingContract or (iii) that give any Person the right to receive any economic interest of a nature accruing to the holders of Company Common Stock by virtue of their ownership thereof. As of the date of this Agreement, there are no outstanding contractual obligations of Alpha or any of its Subsidiaries the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Alpha the Company or any options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of its Subsidiariescapital stock of the Company, except for (A) acquisitions of shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price of Company Stock Options, (B) the withholding of shares of Company Common Stock to satisfy tax obligations with respect to awards granted pursuant to the Company Stock Plan, (C) the acquisition by the Company of Company Stock Options in connection with the forfeiture of such awards and (D) the acquisition by the Company of Company RSUs in connection with the forfeiture of such awards. (e) All Company Stock Options, Restricted Stock and Company RSUs are evidenced by written award agreements, in each case substantially in the forms that have been made available to Parent, except that such agreements differ from such forms and from one another with respect to the number of Company Stock Options or shares of Company Common Stock covered thereby, the exercise price (if applicable), the vesting schedule, the grant date and expiration date applicable thereto and other similar terms. (f) Section 2.02(f) of the Company Disclosure Letter sets forth, as of the Measurement Date, a complete and correct list of all outstanding Company Stock Options, Company RSUs, Restricted Stock, the number of shares of Company Common Stock subject to each such award, the grant date, to the extent applicable, the exercise price per share, vesting schedule and the name of the holder thereof.

Capital Structure. (ia) The authorized capital stock of Alpha the Company consists of 100,000,000 72,000,000 shares of Alpha Company Common Stock. As of December 14, 2001, 44,174,096 Stock and 5,000,000 shares of Alpha preferred stock, par value $0.001 per share (the “Company Preferred Stock”). At the close of business on March 8, 2019 (the “Measurement Time”), (i) 34,528,289 shares of Company Common Stock were issued and outstanding and no other outstanding, (ii) 1,458,334 shares of capital stock of Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Company Common Stock were reserved and available for issuance upon exercise pursuant to the Osiris Therapeutics, Inc. Amended and Restated 2006 Omnibus Plan, as amended (the “Company Incentive Plan”), and pursuant to such Company Incentive Plan, 590,751 shares of Company Common Stock were subject to outstanding options outstanding under Alpha to acquire shares of Company Common Stock Plans. As of December 14(such options, 2001together with any options granted thereunder after the Measurement Time, the “Company Stock Options”), and (iii) no shares of Alpha Common Company Preferred Stock were held outstanding. Except as treasury shares. Since December 14set forth above, 2001 to as of the date of this AgreementMeasurement Time, no shares of capital stock of Alpha or any other voting securities of Alpha have been issued other than shares or equity interests in the Company were issued, reserved for issuance or outstanding. Section 4.03(a) of Alpha Common the Company Disclosure Letter sets forth each Company Stock issued pursuant to options or rights Option outstanding as of December 14the Measurement Time, 2001 including (to the extent applicable) the Company Incentive Plan under which such Company Stock Option was granted, and the Alpha price at which such Company Stock PlansOption may be exercised and whether such Company Stock Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code. All issued Since the Measurement Time, (x) there have been no issuances by the Company of shares of capital stock or other voting securities of or equity interests in the Company (including Company Stock Options), other than issuances of shares of Company Common Stock pursuant to Company Stock Options outstanding as of the Measurement Time, and outstanding (y) there have been no issuances by the Company of options, warrants, rights, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of Alpha are the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock. (b) All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock of Alpha is entitled not subject to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in the aggregate the right to purchase 6,619,900 shares of Alpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (ii) No bonds, debentures, notes or other indebtedness of Alpha 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 holders of Alpha Company Common Stock may vote ("Alpha “Voting Company Debt") are issued ”). Except for any obligations pursuant to this Agreement or outstanding. (iii) Except as otherwise set forth in this Section 5.1(b)above, as of the date of this AgreementMeasurement Time, there are were no securities, options, warrants, calls, rights, commitmentsconvertible or exchangeable securities, stock-based performance units, Contracts, agreements, arrangements or undertakings of any kind to which Alpha or any of its Subsidiaries the Company is a party or by which any of them the Company is bound (i) obligating Alpha or any of its Subsidiaries the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Alpha or equity interests in, or any security convertible or exchangeable for any shares of capital stock or other voting securities of or equity interest in, the Company or of any of its Subsidiaries or any Voting Company Debt, (ii) obligating Alpha or any of its Subsidiaries the Company to issue, grant, extend grant or enter into any such security, option, warrant, call, right, commitmentsecurity, unit, Contract, agreement, arrangement or undertaking. As , or (iii) that give any person the right to receive any economic interest of a nature accruing to the holders of Company Common Stock, and since the Measurement Time, none of the date of this Agreementforegoing has been issued, there agreed or entered into. There are no outstanding contractual obligations of Alpha or any of its Subsidiaries the Company to repurchase, redeem or otherwise acquire any shares of capital stock or options, warrants, rights, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of Alpha capital stock of the Company, other than pursuant to the Company Incentive Plan. (c) The Company does not have any stockholder rights or any of its Subsidiariessimilar plan in effect.