Common use of Capital Structure Clause in Contracts

Capital Structure. (a) The authorized capital stock of MAMP consists of 50,000,000 shares of MAMP Common Stock, 1,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, (i) 2,610,568 shares of MAMP Common Stock were issued and outstanding, (ii) 500 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued and outstanding shares of the capital stock of MAMP are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP Parent consists of 50,000,000 (A) 1,700,000,000 shares of MAMP Series A Common Stock, 1,000,000 shares of preferred stock, $0.01 par value per share Stock (the “Preferred Series A Common Stock”), 100,000,000 shares of which 20,000 Series B Common Stock (the “Series B Common Stock”) and 2,000,000,000 shares are designated as of Series C Common Stock (the “Series C Common Stock,” together with the Series A preferred stockCommon Stock and Series B Common Stock, $0.01 par value per share the “Parent Common Stock”) and (B) 75,000,000 shares of Series A Convertible Participating Preferred Stock (the “Series A Preferred Stock”), 10,000 75,000,000 shares are designated as of Series B preferred stock, $0.01 par value per share C Convertible Participating Preferred Stock (the “Series B C Preferred Stock”), ) and 10,000 50,000,000 shares of preferred stock which are designated as undesignated (together with the Series A Preferred Stock and Series C preferred stockPreferred Stock, $0.01 par value per share (the “Series C Parent Preferred Stock”). As of the date close of this Agreementbusiness on July 27, (i) 2,610,568 2017, 153,933,105 shares of MAMP Series A Common Stock were issued and outstandingStock, (ii) 500 6,512,379 shares of Series B Common Stock, 218,521,945 shares of Series C Common Stock, 71,107,312 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero 25,320,532 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Optionsoutstanding. All issued and of the outstanding shares of the capital stock of MAMP Parent Common Stock and Parent Preferred Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities Laws. As of the close of business on July 27, 2017, there were an aggregate of 20,374,955 shares of Series A Common Stock, no class shares of Series B Common Stock and 7,198,311 shares of Series C Common Stock subject to issuance pursuant to the Parent plans identified in Section 5.2(b)(i)(A) of the Parent Disclosure Letter as being the only Parent plans pursuant to which Parent Common Stock may be issued (the “Parent Stock Plans”). Except as provided in the preceding sentence and except for shares of Parent Common Stock that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, Parent has no Parent Common Stock reserved for, or subject to, issuance. Parent has no Parent Preferred Stock or other shares of capital stock is entitled reserved for or subject to preemptive rights. All issuance (it being understood that “other shares of capital stock” shall not include Parent Common Stock). The Parent Common Stock reserved constitute the only outstanding class of securities of Parent or its Subsidiaries registered under the Securities Act. (ii) From the close of business on July 27, 2017 to the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise or settlement of Parent equity awards under the Parent Stock Plans outstanding as of July 27, 2017, in accordance with their terms and, since the close of business on July 27, 2017, except as permitted by this Agreement for the period following the date of this Agreement, Parent has not issued any Parent equity awards under the Parent Stock Plans. Upon any issuance as noted above shall be, when issued of any Parent Common Stock in accordance with the respective terms thereofof the Parent Stock Plans, such Parent Common Stock will be duly authorized, validly issued, issued and fully paid and non-assessablenonassessable and free and clear of any Liens. Each of the outstanding shares of capital stock or other securities of each of Parent’s Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable, and has been issued in compliance with all applicable securities Laws, and owned by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of preemptive rightsany Lien (other than any Liens, except for Permitted Liens, for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been recorded in Parent’s financial statements). Schedule 2.5(a) sets Except as set forth a true, complete and correct listin Section 5.2(b)(i), as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and there are no existing preemptive or other outstanding rights, options, warrants, callsconversion rights, subscriptionsstock appreciation rights, convertible securities or other securitiesredemption rights, repurchase rights, agreements, arrangements, calls, commitments or obligations rights of any character relating to the outstanding securities kind that obligate Parent or any of any MAMP Subsidiary or which would require any MAMP Subsidiary its Subsidiaries to issue or sell any ownership interests shares of capital stock or other equity or voting securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from Parent or any of its Subsidiaries any equity or voting securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exchangeable exercisable for such MAMP Subsidiary ownership interests. (csecurities having the right to vote) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights with the stockholders of first refusal, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions Parent on any securities of any MAMP 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)matter.

Capital Structure. (a) The authorized capital stock of MAMP consists of 50,000,000 shares of MAMP Common Stock, 1,000,000 beneficial interest of Wellsford consist of 100,000,000 shares of preferred stockbeneficial interest, of which 4,600,000 are Series A Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 .01 par value per share (“"Wellsford Series A Preferred Stock”Shares"), and 2,300,000 are Series B Cumulative Redeemable Preferred Shares of which 20,000 shares are designated as Series A preferred stockBeneficial Interest, $0.01 .01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“"Wellsford Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”Shares"). As of the date of this AgreementOn January 14, 1997, (i) 2,610,568 shares of MAMP 17,111,937 Wellsford Common Stock Shares, 3,999,800 Wellsford Series A Preferred Shares and 2,300,000 Wellsford Series B Preferred Shares were issued and outstanding, (ii) 500 shares 1,000,000 Wellsford Common Shares have been reserved for the Dividend Reinvestment and Share Purchase Plan of Series A Preferred Stock were issued and outstandingWellsford, (iii) zero shares 979,325 Wellsford Common Shares were issuable upon exercise of Series B Preferred Stock were issued and outstandingoutstanding options to purchase Wellsford Common Shares, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP 582,900 Wellsford Common Stock Shares were reserved for issuance pursuant upon the exercise of options which may be granted under the 1992 Share Option Plan, (v) 750,000 Wellsford Common Shares were reserved for issuance under the Long-Term Management Incentive Plan of Wellsford, and (vi) a sufficient number of Wellsford Common Shares were reserved for issuance to permit the conversion of the then outstanding MAMP Wellsford Series A Preferred Shares. (b) Set forth in Schedule 2.3 of the Wellsford Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Wellsford Common Shares granted under the 1992 Share Option Plan, Long-Term Management Incentive Plan, or any other formal or informal arrangement ("Wellsford Options"); (ii) each grant of Wellsford Common Shares to employees which are subject to any risk of forfeiture ("Restricted Share Grants"); (iii) any obligation of Wellsford to issue Wellsford Common Shares as a result of the transactions contemplated hereby ("Change in Control Share Grants"); and (iv) each loan made by Wellsford with respect to the purchase of Wellsford Common Shares which will be forgiven as a result of the transactions contemplated by this Agreement (the "Share Loan and Acquisition Agreements"). The Restricted Share Grants are included in the number of outstanding Wellsford Common Shares set forth in Section 2.3(a). For each Wellsford Option held by the executive officers of Wellsford, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, status of the option as qualified or nonqualified under Section 422 of the Code, the number of Wellsford Common Shares subject to such option, the number of shares subject to options that are currently exercisable, the exercise price per share, those options granting reload options, and the number of such shares subject to share appreciation rights. For each option to purchase Wellsford Common Shares held by employees of Wellsford or any of the Wellsford Subsidiaries who are not executive officers of Wellsford, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant, the number of Wellsford Common Shares subject to such option and the exercise price per share. For each Restricted Share Grant, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the grantee, the date of the grant and the number of Wellsford Common Shares granted. For each Change in Control Share Grant, Schedule 2.3 to the Wellsford Disclosure Letter sets forth the aggregate number of Wellsford Common Shares to be issued immediately prior to the Spin-Off and the Merger. For each Share Loan and Acquisition Agreement, Schedule 2.3 of the Wellsford Disclosure Letter sets forth the name of the borrower, the date of the loan, the aggregate principal amount of the loan, the number of shares originally pledged as security for each loan the number of shares that have been released from such pledge and the outstanding loan balance as of the date of the Wellsford Disclosure Letter. On the date of this Agreement, except as set forth in this Section 2.3 or Schedule 2.3 of the Wellsford Disclosure Letter, no shares of beneficial interest or other voting securities of Wellsford were issued, reserved for issuance, or outstanding. (c) All issued and outstanding shares of the capital stock beneficial interest of MAMP Wellsford are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights, except that the shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Wellsford. All shares There are no bonds, debentures, notes or other indebtedness of Common Stock reserved for issuance Wellsford having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Wellsford may vote. (d) Except as noted above shall be, when issued set forth in accordance with this Section 2.3 or in Schedule 2.3 of the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct listWellsford Disclosure Letter, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and Agreement there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP Wellsford or any MAMP Wellsford Subsidiary is a party or by which any of them such entity is bound, obligating MAMP Wellsford or any MAMP Wellsford Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stockbeneficial interest, shares of Preferred Stock voting securities or other equity securities or phantom stock or other contractual rights the value ownership interests of which is determined in whole or in part by the value of any equity security of MAMP Wellsford or any of the MAMP Subsidiaries Wellsford Subsidiary or obligating MAMP Wellsford or any MAMP Wellsford Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP undertaking (other than to Wellsford or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP a Wellsford Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP AFC consists of 50,000,000 70,000,000 shares of MAMP AFC Common Stock, 1,000,000 Stock and 5,000,000 shares of preferred stockstock of AFC, $0.01 par value $1.00 per share (“the "AFC Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”"). As of the date of this Agreement, (iA) 2,610,568 26,451,252 shares of MAMP AFC Common Stock were issued and 26,364,760 were outstanding, (iiB) 500 no shares of the AFC Series A Preferred Stock were issued and outstanding, (iiiC) zero 2,000,000 shares of AFC Series B Preferred Stock were issued and outstanding, ; (ivD) zero no shares of Series C Preferred AFC Common Stock were issued and outstanding and (v) 70,000 shares reserved for issuance except that 3,531,043 of MAMP AFC Common Stock were reserved for issuance pursuant to AFC's stock option plans and agreements and 300,000 shares of AFC Common Stock were reserved for issuance pursuant to AFC's dividend reinvestment plan, (E) no shares of AFC Series A Preferred Stock were reserved for issuance except pursuant to the AFC Rights Agreement and (F) 86,492 shares of AFC Common Stock were held by AFC in its treasury or by its Subsidiaries. The authorized capital stock of the Association consists of 35,000,000 shares of common stock, par value $1.00 per share, and 5,000,000 shares of preferred stock, par value $1.00 per share. As of the date of this Agreement, 1,000 shares of such common stock were outstanding, no shares of such preferred stock were outstanding MAMP Options. All issued and all outstanding shares of such common stock were, and as of the Effective Time will be, owned by AFC. All outstanding shares of capital stock of MAMP are duly authorizedAFC and the Association are, validly issued, fully paid and nonassessablenonassessable and not subject to any preemptive rights and, with respect to shares held by AFC in its treasury or by its Significant Subsidiaries, are free and clear of all liens, encumbrances or restrictions (other than those imposed by applicable federal or state securities laws) and there are no class agreements or understandings with respect to the voting or disposition of capital stock such shares. (ii) No Voting Debt of AFC is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(aor outstanding. (iii) sets forth a true, complete and correct list, as As of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (except for this Agreement and the current holder AFC Option Agreement, neither AFC nor any of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option its Subsidiaries has or is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned bound by a third party, MAMP owns, directly or indirectly, all of the issued and any outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitmentsconvertible securities, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind to which MAMP character obligating AFC or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, any additional shares of MAMP Common Stock, shares capital stock of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP AFC or any of the MAMP its Subsidiaries or obligating MAMP AFC or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP AFC or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP AFC or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The As of the date of this Agreement, the authorized capital stock of MAMP Queens consists of 50,000,000 60,000,000 shares of MAMP Queens Common Stock, 1,000,000 Stock and 5,000,000 shares of preferred stock, par value $0.01 par value per share (“"Queens Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”"). As of the date of this Agreement, (iA) 2,610,568 20,764,910 shares of MAMP Queens Common Stock were issued and outstanding, (iiB) 500 no shares of Series A Queens Preferred Stock were issued and outstanding, (iiiC) zero no shares of Series B Preferred Queens Common Stock were issued and outstandingreserved for issuance, (iv) zero except that 2,400,290 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Queens Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued the Queens County Bancorp, Inc. 1993 Incentive Stock Option Plan, the Queens County Savings Bank 1993 Directors' Stock Option Plan and outstanding the Queens County Savings Bank 1997 Stock Option Plan, (D) no shares of Queens Preferred Stock were reserved for issuance except pursuant to the Queens Rights Agreement and (E) 10,205,783 shares of Queens Common Stock were held by Queens in its treasury or by its Subsidiaries. The authorized capital stock of MAMP are duly authorizedQueens Bank consists of 30,000,000 shares of common stock, validly issued, fully paid and nonassessablepar value $0.01 per share, and no class of capital stock is entitled to preemptive rights. All 5,000,000 shares of Common Stock reserved for issuance as noted above shall bepreferred stock, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rightspar value $0.01 per share. Schedule 2.5(a) sets forth a true, complete and correct list, as As of the date of this Agreement, 1,000 shares of such common stock were outstanding, no shares of such preferred stock were outstanding and all outstanding shares of such common stock were, and as of the Effective Time will be, owned by Queens. All outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date capital stock of Queens and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company Queens Bank are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned , fully paid and nonassessable and not subject to any preemptive rights and, with respect to shares held by a third partyQueens in its treasury or by its Significant Subsidiaries, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), are free and clear of all Liensliens, and there are no existing optionsclaims, warrantsencumbrances or restrictions (other than those imposed by applicable federal or state securities laws) and, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations as of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c)date hereof, there are no securitiesagreements or understandings with respect to the voting or disposition of any such shares. (ii) As of the date of this Agreement, no Voting Debt of Queens is issued or outstanding. (iii) As of the date of this Agreement, neither Queens nor any of its Subsidiaries has or is bound by any outstanding options, warrants, calls, rights, commitmentsconvertible securities, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind to which MAMP character obligating Queens or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, any additional shares of MAMP Common Stock, shares capital stock of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP Queens or any of the MAMP its Subsidiaries or obligating MAMP Queens or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP Queens or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP Queens or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP NFB consists of 50,000,000 200,000,000 shares of MAMP NFB Common Stock, 1,000,000 Stock and 10,000,000 shares of preferred stock, $0.01 par value $1.00 per share (“"NFB Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”"). As of the date of this Agreement, (iA) 2,610,568 135,767,087 shares of MAMP NFB Common Stock were issued and outstanding, (iiB) 500 no shares of Series A NFB Preferred Stock were issued and outstanding, (iiiC) zero no shares of Series B Preferred NFB Common Stock were issued and outstandingreserved for issuance, (iv) zero except that 2,000,000 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP NFB Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued the NFB Dividend Reinvestment and outstanding Stock Purchase Plan and 1,973,140 shares of NFB Common Stock were reserved for issuance pursuant to the NFB 1985 Incentive Stock Option Plan, the NFB 1987 Long-Term Incentive Plan, the NFB 1989 Executive Management and Compensation Plan, the NFB 1994 Key Employee Stock Plan, the NFB 1997 Non-Officer Stock Plan and the NFB 1998 Stock Compensation Plan (the "NFB Stock Plans"), (D) no shares of NFB Preferred Stock were reserved for issuance and (E) 9,359,435 shares of NFB Common Stock were held by NFB in its treasury or by its Subsidiaries. The authorized capital stock of MAMP are duly authorizedNFB Bank consists of 5,500,000 shares of common stock, validly issued, fully paid and nonassessablepar value $1.00 per share, and no class of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rightspreferred stock. Schedule 2.5(a) sets forth a true, complete and correct list, as As of the date of this Agreement, 5,500,000 shares of such common stock were outstanding, no shares of such preferred stock were outstanding and all outstanding shares of such common stock were, and as of the Effective Time will be, owned by NFB. All outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date capital stock of NFB and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company NFB Bank are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned , fully paid and nonassessable and not subject to any preemptive rights and, with respect to shares held by a third partyNFB in its treasury or by its Subsidiaries, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), are free and clear of all Liensclaims, liens, encumbrances or restrictions (other than those imposed by applicable federal or state securities laws) and there are no existing options, warrants, calls, subscriptions, convertible securities agreements or other securities, agreements, commitments understandings with respect to the voting or obligations disposition of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestsshares. (cii) Except No Voting Debt of NFB is issued or outstanding. (iii) As of the date of this Agreement, except for this Agreement, the NFB Stock Plans and as set forth on Schedule 2.5(c)in NFB's Disclosure Letter, there are no securities, neither NFB nor any of its Subsidiaries has or is bound by any outstanding options, warrants, calls, rights, commitmentsconvertible securities, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind to which MAMP character obligating NFB or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, any additional shares of MAMP Common Stock, shares capital stock of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP NFB or any of the MAMP its Subsidiaries or obligating MAMP NFB or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP NFB or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP NFB or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP Anthem consists of 50,000,000 (A) 900,000,000 shares of MAMP Anthem Common Stock, 1,000,000 of which 261,588,822 shares were outstanding as of July 20, 2015 and (B) 100,000,000 shares of preferred stock, $0.01 without par value per share (“Preferred Stock”)value, none of which 20,000 are outstanding. Except for Anthem Common Stock issued upon exercise of Anthem Stock Options, no shares are designated as Series A preferred stockof Anthem Common Stock have been issued between July 20, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), 2015 and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, (i) 2,610,568 shares of MAMP Common Stock were issued and outstanding, (ii) 500 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Optionshereof. All issued and outstanding shares of the capital stock of MAMP Anthem are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to (or has been issued in violation of) preemptive rights. All 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 noted above shall beof the date hereof no options, warrants or other rights to acquire capital stock from Anthem other than the employee or director stock options exercisable for shares of Anthem Common Stock (the “Anthem Stock Options”) representing in the aggregate the right to purchase no more than 22,019,706 shares of Anthem Common Stock under any stock option or similar plan of Anthem (the “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 1.11(c) and the Converted Other Stock Awards) will, when issued in accordance with the respective terms thereofhereof, have been duly authorized, validly issued, fully paid and non-assessable, free and free clear of preemptive rightsall Liens (as defined in Section 8.13). Schedule 2.5(aThere 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 capital stock of Anthem. (ii) sets No bonds, debentures, notes or other indebtedness of Anthem having the right to vote on any matters on which shareholders of Anthem may vote, are issued or outstanding. (iii) Except as otherwise set forth a true, complete and correct listin this Section 3.1(b), as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP Anthem or any MAMP Subsidiary of its Subsidiaries is a party or by which any of them is bound, bound obligating MAMP Anthem or any MAMP Subsidiary of its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom capital stock or other contractual rights the value voting securities of which is determined in whole or in part by the value of any equity security of MAMP Anthem or any of the MAMP its Subsidiaries or obligating MAMP Anthem or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP Anthem or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP Anthem or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The authorized capital stock of MAMP consists of 50,000,000 shares of MAMP Common Stock, 1,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 2,610,568 450,000,000 shares of MAMP Parent Common Stock and (ii) 45,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on August 10, 2021: (A) 98,280,786 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding; (B) 33,792,227 warrants to purchase shares of Parent Common Stock were issued and outstanding, ; (iiC) 500 there were no outstanding options to purchase shares of Series A Preferred Parent Common Stock pursuant to Parent’s Stock and Performance Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plans”); (D) there were issued and outstanding, outstanding other stock-settled equity-based awards (iii) zero other than shares of Series B Preferred Stock were issued and outstanding, (iv) zero restricted stock or other equity based awards included in the number of shares of Series C Preferred Parent Common Stock were issued and outstanding set forth above) with respect to 837,973 shares of Parent Common Stock; and (vE) 70,000 there were 1,767,203 shares of MAMP Parent Common Stock were reserved and 3,334,277 Class C Warrants to purchase Parent Common Stock held in reserve for future issuance pursuant relating to outstanding MAMP Options. All issued and outstanding shares general unsecured claims. (b) As of the date of this Agreement, the authorized capital stock of MAMP Merger Sub Inc. consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are duly authorized, validly issued, fully paid and nonassessablenonassessable and are owned by Parent. (c) As of the date of this Agreement, the authorized equity interests of Merger Sub LLC consist of limited liability company interests, all of which are owned by Parent and, under the Limited Liability Company Act of the State of Delaware, Parent has no obligation to make further payments for its purchase of such limited liability company interests or contributions to Merger Sub LLC solely by reason of its ownership of such limited liability company interests or its status as a member of Merger Sub LLC, and no class personal liability for the debts, obligations and liabilities of capital stock is entitled to preemptive rights. Merger Sub LLC, whether arising in contract, tort or otherwise, solely by reason of being a member of Merger Sub LLC. (d) All outstanding shares of Parent Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, have been duly authorized, authorized and are validly issued, fully paid and non-assessable, assessable and free of are not subject to preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. As of the outstanding MAMP Optionsclose of business on August 10, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee)2021, the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d)in this Section 5.2, free and clear of all Liens, and there are no existing outstanding options, warrants, calls, subscriptions, convertible securities warrants or other securitiesrights to subscribe for, agreements, commitments purchase or obligations acquire from Parent or any of its Subsidiaries any character relating to the outstanding securities capital stock of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests Parent or securities convertible into or exchangeable or exercisable for such MAMP capital stock of Parent (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are owned by Parent, or a direct or indirect Subsidiary ownership interests. (c) of Parent, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized and are validly issued, fully paid and nonassessable. Except as set forth on Schedule 2.5(c)in this Section 5.2, there are outstanding: (1) no securitiesshares of Parent Capital Stock, Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of capital stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments, agreements, rights of first refusal, arrangements commitments or undertakings of any kind agreements to which MAMP Parent or any MAMP Subsidiary of Parent is a party or by which it is bound in any of them is bound, case obligating MAMP Parent or any MAMP Subsidiary of Parent to issue, deliver deliver, sell, purchase, redeem or sell or createacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or sold or createdacquired, additional shares of MAMP Common Stock, shares of Preferred Stock capital stock or any Voting Debt or other equity voting securities of Parent, or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP obligating Parent or any Subsidiary of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary Parent to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitment, commitment or agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP not any stockholder agreements, voting trusts or other agreements to which Parent or any MAMP Subsidiary of its Subsidiaries is a party or by which it is bound relating to repurchase, redeem or otherwise acquire the voting of any shares of MAMP Common Stock, shares of Preferred Stock, capital stock or other equity securities interest of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP Parent or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” . No Subsidiary of Parent owns any shares of Parent Common Stock or similar stockholder rights planany other shares of Parent Capital Stock. (e) Except as set forth As of the date of this Agreement, neither Parent nor any of its Subsidiaries has any (i) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 2.5(e), all dividends or distributions on 5.2(e) of the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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)Parent Disclosure Letter.

Capital Structure. (ai) The As of the date of this Agreement, the authorized capital stock of MAMP Haven consists of 50,000,000 30,000,000 shares of MAMP Haven Common Stock, 1,000,000 Stock and 2,000,000 shares of preferred stock, $0.01 par value $.01 per share (“"Haven Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”"). As of the date of this Agreement, (iA) 2,610,568 9,119,219 shares of MAMP Haven Common Stock were issued and outstanding, (iiB) 500 no shares of Series A Haven Preferred Stock were issued and outstanding, (iiiC) zero no shares of Series B Preferred Haven Common Stock were issued and outstandingreserved for issuance, (iv) zero except that 1,299,962 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Haven Common Stock were reserved for issuance pursuant to Haven Option Plans, which includes 1,299,962 shares reserved for issuance upon the exercise of options that have already been granted under Haven Option Plans, (D) no shares of Haven Preferred Stock were reserved for issuance except pursuant to Haven Rights Agreement and (E) 799,531 shares of Haven Common Stock were held by Haven in its treasury or by its Subsidiaries. The authorized capital stock of CFS Bank consists of 10,500,000 shares of common stock, par value $1.00 per share, and 2,000,000 shares of preferred stock, par value $1.00 per share. As of this date of the Agreement, 1,000 shares of such common stock were outstanding, no shares of such preferred stock were outstanding MAMP Options. All issued and all outstanding shares of such common stock were, and as of the Effective Time will be, owned by Haven. All outstanding shares of capital stock of MAMP Haven and CFS Bank are duly authorized, authorized and validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock not subject to each such MAMP Optionany preemptive rights and, the grant datewith respect to shares held by Haven in its treasury or by its Significant Subsidiaries, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liensliens, claims, encumbrances or restrictions (other than those imposed by applicable federal and state securities laws), and there are no existing options, warrants, calls, subscriptions, convertible securities agreements or other securities, agreements, commitments understandings with respect to the voting or obligations disposition of any character relating such shares. Haven's Disclosure Letter sets forth a complete and accurate list of all options to purchase Haven Common Stock that have been granted pursuant to Haven Option Plans and all restricted stock grants under Haven Option Plans and Haven RRPs, including the outstanding securities dates of any MAMP Subsidiary or which would require any MAMP Subsidiary grant, exercise prices, dates of vesting, dates of termination and shares subject to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestseach grant. (cii) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of Haven may vote ("Voting Debt") are issued or outstanding. (iii) Except as set forth on Schedule 2.5(c)for the Option Agreement, there are no securities, neither Haven nor any of its Subsidiaries has or is bound by any outstanding options, warrants, calls, rights, commitmentsconvertible securities, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind to which MAMP character obligating Haven or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, any additional shares of MAMP Common Stock, shares capital stock of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP Haven or any of the MAMP its Subsidiaries or obligating MAMP Haven or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP Haven or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP Haven or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The authorized capital stock of MAMP the Company consists of 50,000,000 shares of MAMP (A) 500,000,000 Common Stock, 1,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”), Shares of which 20,000 shares 157,546,793 are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, (i) 2,610,568 shares of MAMP Common Stock were issued and outstanding, (ii) 500 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding on the date hereof, (B) 500,000,000 Class A non-voting common shares, none of which are issued or outstanding on the date hereof, (C) 500,000,000 Class A preferred shares, none of which are issued or outstanding on the date hereof, and (vD) 70,000 shares 500,000,000 Class B preferred shares, none of MAMP Common Stock were reserved for issuance pursuant to which are issued or outstanding MAMP Optionson the date hereof. All of the issued and outstanding shares of the capital stock of MAMP Common Shares have been duly authorized and are duly authorized, validly issued, fully paid and nonassessablenon-assessable. (b) On the date hereof, and no class of capital stock is entitled to preemptive rights. All shares of there are 23,632,019 Common Stock Shares reserved for issuance under the Stock Option Plan and there are 7,838,016 Options outstanding. Section 2(b) of the Company Disclosure Letter sets forth a complete and accurate list of Options issued and outstanding on the date hereof, including, with respect to each such Option, a unique identifier for the holder, the date of grant, the type of Option, the exercise price per Common Share, the number of Common Shares originally granted subject to such Option (as noted above shall beadjusted to reflect all splits, when combinations, share dividends and other adjustments), the number of Common Shares that remain subject to the Option and the expiration date. Each Option has been granted with an exercise price no less than the fair market value of the underlying shares on the date of grant. All grants of Options were validly issued and properly approved by the Board of Directors or a duly authorized committee thereof no later than the date on which the grant of such Option was by its terms to be effective in accordance with all applicable Laws and all required approvals by the Shareholders were timely obtained. Upon any issuance of any Common Shares in accordance with the respective terms thereofof the Stock Option Plan, such Common Shares will be duly authorized, validly issued, fully paid and non-assessable. (c) On the date hereof, and free there are 7,366,418 Common Shares reserved for issuance under the Warrants. Section 2(c) of preemptive rights. Schedule 2.5(a) the Company Disclosure Letter sets forth a true, complete and correct listaccurate list of Warrants issued and outstanding on the date hereof, including a unique identifier for the holder, the date of grant, term, number of Common Shares and exercise price. Each Warrant has been granted with an exercise price no less than the fair market value of the underlying shares on the date of grant. Upon any issuance of any Common Shares in accordance with the terms of the Warrants, such Common Shares will be duly authorized, validly issued, fully paid and non-assessable. (d) On the date hereof, there are 180,000 SARs outstanding. Section 2(d) of the Company Disclosure Letter contains a complete and accurate list of the SARs issued and outstanding as of the date hereof, including, with respect to each such SAR, a unique identifier for the holder, the date of this Agreementgrant, the Base Price per Common Share subject to such SAR, the number of Common Shares covered by such SAR at the outstanding MAMP Optionstime of grant (as adjusted to reflect all splits, including the name of the Person to whom such MAMP Options have been granted (combinations, share dividends and the current holder of the MAMP Options if different than the granteeother adjustments), the number of shares of MAMP Common Stock subject to each Shares then remaining covered by such MAMP OptionSAR, the grant date, vesting schedule (including a description of all applicable accelerated vesting provisions) and the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each date. Each SAR has been granted with a Base Price no less than the fair market value of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and underlying Common Shares on the date of grant. No Common Shares will be issued upon settlement of any SARs. All grants of SARs were validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part properly approved by the value Board of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights planDirectors. (e) Except as set forth on Schedule 2.5(eabove and except for the SRP Rights issued pursuant to the Shareholder Rights Plan, there are no outstanding (A) shares of, or other equity or voting interests in, the Company, (B) Convertible Securities or other securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of, or other equity or voting interest in, the Company, (C) options, share appreciation rights, warrants, restricted share units, rights or other commitments or agreements to acquire from the Company or any of its Subsidiaries, or that obligate the Company or any of its Subsidiaries to issue, any shares of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of, or other equity or voting interest in, the Company, (D) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any shares of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (A), all dividends (B), (C) and (D), together with the shares of the Company, the options, the warrants and the SARs being referred to collectively as “Company Securities”) or distributions (E) other obligations by the Company or any of its Subsidiaries to make any payments based on the MAMP Common Stock price or value of any Company Securities. There are no Contracts which obligate the Preferred Stock and Company or any dividends of its Subsidiaries to repurchase, redeem or distributions on otherwise acquire any outstanding Company Securities. (f) None of the Company or any of its Subsidiaries (A) is a party to any agreement with respect to the voting of, restricting the transfer of, or granting preemptive rights, anti-dilutive rights, rights of first refusal or similar rights with respect to, any securities of the Company (other than this Agreement and the Voting Support Agreements) or (B) has any MAMP Subsidiary contractual obligation to file a prospectus or registration statement under Applicable Securities Laws, in respect of any securities of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have been the right to vote (or convertible into or exercisable for securities having the right to vote) with the Shareholders on any matter. (g) The aggregate value of the assets of the Company and its Subsidiaries, calculated in the manner prescribed by the Investment Canada Act, is less than Cdn.$330 million and neither the Company nor its Subsidiaries carry on a cultural business (as such term is defined in the Investment Canada Act). (h) Other than the SARs listed in Section 2(d) of the Company Disclosure Letter, there are no outstanding or authorized share appreciation rights, phantom shares, profit participation interests or declared prior other similar agreements, commitments or arrangements payable in cash that relate to the date hereof have been paid in full (except to shares of, or other equity or voting interest in, the extent such dividends have been publicly announced and are not yet due and payable)Company.

Capital Structure. (a) The authorized capital stock of MAMP REIT III consists of 50,000,000 (x) 1,000,000,000 shares of MAMP REIT III Common Stock, 1,000,000 of which 25,000,000 shares are classified as Class A Common Stock, 25,000,000 shares are classified as Class T Common Stock, 75,000,000 shares are classified as Class I Common Stock, and 750,000,000 shares are classified as Class R Common Stock, (y) 10,000,000 shares of preferred stock, $0.01 par value per share (“REIT III Preferred Stock”), and (z) 50,000 shares of which 20,000 shares are designated as Series A preferred convertible stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred REIT III Convertible Stock”). As of At the close the date of this Agreementhere, (i) 2,610,568 625,848 shares of MAMP Class A Common Stock were issued and outstanding, 1,121,639 shares of Class T Common Stock were issued and outstanding and 10,401,323 shares of Class I Common Stock were issued and outstanding, (ii) 500 no shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C REIT III Preferred Stock were issued and outstanding and (viii) 70,000 no shares of MAMP Common REIT III Convertible Stock were reserved for issuance pursuant to outstanding MAMP Optionsissued and outstanding. All issued and of the outstanding shares of the capital stock of MAMP REIT III are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 4.4, and there is no class of other outstanding capital stock is entitled to of REIT III. (b) All the REIT III OP Units are held by REIT III or a Wholly Owned REIT III Subsidiary, free and clear of all Encumbrances other than Permitted Encumbrances and free of preemptive rights. All of the REIT III OP Units are duly authorized and validly issued. (c) All of the outstanding shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with capital stock of each of the respective terms thereof, REIT III Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rightsnonassessable. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP REIT III Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(dAll shares of capital stock of (or other ownership interests in) as owned by a third partyeach of the REIT III Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, MAMP upon issuance will be validly issued, fully paid and nonassessable. REIT III or REIT III Operating Partnership owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d)REIT III Subsidiaries, free and clear of all LiensEncumbrances, other than Permitted Encumbrances, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations free of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestspreemptive rights. (cd) There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) of REIT III or any REIT III Subsidiary (“REIT III Voting Debt”) issued and outstanding. Except as set forth on Schedule 2.5(c)in Section 4.4(a) of the REIT III Disclosure Letter, there are no securitiesoutstanding subscriptions, securities options, warrants, calls, rights, commitmentsprofits interests, agreementsstock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusalrefusal or other similar rights, arrangements agreements, arrangements, undertakings or undertakings commitments of any kind to which MAMP REIT III or any MAMP Subsidiary of the REIT III Subsidiaries is a party or by which any of them is bound, bound obligating MAMP REIT III or any MAMP Subsidiary of the REIT III Subsidiaries to (i) issue, deliver transfer or sell or create, or cause to be issued, delivered transferred or sold or created, created any additional shares of MAMP Common Stock, shares of Preferred Stock capital stock or other equity securities interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP REIT III or any of the MAMP Subsidiaries REIT III Subsidiary or obligating MAMP securities convertible into or any MAMP Subsidiary to exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such securitysubscriptions, optionoptions, warrantwarrants, callcalls, rightrights, commitmentprofits interests, agreementstock appreciation rights, right of first refusalphantom stock, arrangement convertible securities or undertaking. There are no outstanding contractual obligations of MAMP other similar rights, agreements, arrangements, undertakings or any MAMP Subsidiary to repurchasecommitments or (iii) except as provided under the REIT III Share Redemption Program, redeem redeem, repurchase or otherwise acquire any such shares of MAMP Common Stockcapital stock, shares of Preferred Stock, REIT III Voting Debt or other equity securities of MAMP or any MAMP Subsidiary. interests. (e) Neither MAMP REIT III nor any MAMP REIT III Subsidiary is a party to or, to the Knowledge of MAMP, or bound by any agreements or understandings Contracts concerning the voting (including voting trusts and proxies) of any capital stock of MAMP REIT III or any of the MAMP REIT III Subsidiaries. Except as set forth at Section 4.4(e) of the REIT III Disclosure Letter, neither REIT III nor any REIT III Subsidiary has granted any registration rights on any of its capital stock. No REIT III Common Stock is owned by any REIT III Subsidiary. (df) MAMP REIT III does not have a “poison pill” or similar stockholder rights plan. (eg) Except as set forth on Schedule 2.5(e), all All dividends or other distributions on the MAMP shares of REIT III Common Stock or the Preferred Stock and any material dividends or other distributions on any securities of any MAMP REIT III 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. (ai) The authorized capital stock of MAMP Center Financial consists of 50,000,000 100,000,000 shares of MAMP common stock, without par value (the “Center Financial Common Stock”), 1,000,000 and 10,000,000 shares of preferred stock, $0.01 without par value per share (the “Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Center Financial Preferred Stock”). As of the date close of this Agreementbusiness on November 30, 2010, (iA) 2,610,568 39,992,745 shares of MAMP Center Financial Common Stock Stock, including 79,334 Center Financial Restricted Shares, were issued and outstanding, (ii) 500 864,780 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Center Financial Common Stock were reserved for issuance pursuant upon the exercise of the Center Financial TARP Warrant, 717,140 shares of Center Financial Common Stock were subject to outstanding MAMP Optionsstock options issued under the Center Financial 2006 Stock Incentive Plan (the “Center Financial Stock Plan”) and 2,230,383 shares of Center Financial Common Stock were reserved for future issuance upon exercise of stock options or other awards under the Center Financial Stock Plan, and no shares of Center Financial Common Stock were held by Subsidiaries of Center Financial (exclusive of any shares acquired in respect of debts previously contracted (any such shares being referred to herein as “DPC shares”)); (B) 55,000 shares of Center Financial Preferred Stock designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Center Financial Series A Preferred Stock”) were issued and outstanding. As of the close of business on November 30, 2010, options to acquire 52,745 shares of Center Financial Common Stock with an exercise price in excess of the closing share price of Center Financial as of the close of business on December 8, 2010 were issued and outstanding. All issued and outstanding shares of the capital stock of MAMP are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. All shares of Center Financial Common Stock reserved for issuance as noted above shall be, when and Center Financial Preferred Stock have been duly authorized and validly issued in accordance with the respective terms thereof, duly authorized, validly issued, and are fully paid and non-assessable, assessable and free the issuance of none of such shares was subject to preemptive rights. . (ii) Set forth in Section 3.1(b)(ii) of the Center Financial Disclosure Schedule 2.5(a) sets forth is a true, correct and complete list of all outstanding bonds, debentures, notes, trust preferred securities or other similar obligations that Center Financial or any of its Subsidiaries has issued. Except as set forth in Section 3.1(b)(ii) of the Center Financial Disclosure Schedule, no Voting Debt of Center Financial or any Center Financial Subsidiary is issued or outstanding. All outstanding bonds, debentures, notes, trust preferred securities or other similar obligations of Center Financial or any of its Subsidiaries were issued in compliance in all material respects with all Applicable Legal Requirements. Each Trust Document entered into by Center Financial or any of its Subsidiaries is in full force and correct listeffect and constitutes the valid, binding and legally enforceable obligation of Center Financial or one of its Subsidiaries, and to the knowledge of Center Financial, the other parties thereto, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles). Except as set forth in Section 3.1(b)(ii) of the Center Financial Disclosure Schedule or otherwise in this Section 3.1(b), no Center Financial Subsidiary has issued securities held by any entity other than Center Financial or a Center Financial Subsidiary. (iii) Except for (A) this Agreement, (B) the Center Financial TARP Warrant, (C) Center Financial Stock Options, which represented, as of November 30, 2010, the right to acquire up to an aggregate of 717,140 shares of Center Financial Common Stock, and (D) agreements entered into and securities and other instruments issued after the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating Agreement to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c)extent permitted by Section 4.1, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind character to which MAMP Center Financial or any MAMP Subsidiary of Center Financial is a party or by which any of them is bound, obligating MAMP it or any MAMP such Subsidiary is bound obligating Center Financial or any Subsidiary of Center Financial to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom capital stock or other contractual any Voting Debt or stock appreciation rights the value of which is determined in whole Center Financial or in part by the value of any equity security Subsidiary of MAMP Center Financial or obligating Center Financial or any Subsidiary of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary Center Financial to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP Center Financial or any MAMP Subsidiary of its Subsidiaries (A) to repurchase, redeem or otherwise acquire any shares of MAMP capital stock of Center Financial or any of its Subsidiaries or (B) pursuant to which Center Financial or any of its Subsidiaries is or could be required to register shares of Center Financial Common Stock, Center Financial Preferred Stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”), except any such contractual obligations entered into after the date hereof to the extent permitted by Section 4.1. (iv) Since December 31, 2009, except to the extent permitted by Section 4.1, Center Financial has not (A) issued any shares of Preferred Stockcapital stock, stock appreciation rights or other equity securities exercisable or exchangeable for or convertible into shares of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP Center Financial or any of its Subsidiaries, other than pursuant to and as required by the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on terms of the MAMP Common Center Financial Stock or the Preferred Stock Plan and any dividends or distributions on any securities of any MAMP Subsidiary which have been authorized or declared employee stock options and other awards issued under the Center Financial Stock Plan prior to the date hereof have been (or issued after the date hereof in compliance with Sections 4.1(c) and 4.1(k)); (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Center Financial Subsidiaries, any shares of capital stock of Center Financial or any of its Subsidiaries (other than the acquisition of DPC shares in the ordinary course of business consistent with past practice); or (C) declared, set aside, made or paid in full (except to the extent stockholders of Center Financial dividends or other distributions on the outstanding shares of capital stock of Center Financial, other than cash dividends on the Center Financial Series A Preferred Stock as required by the terms of such dividends have been publicly announced preferred stock as in effect on the date hereof. (v) Set forth in Section 3.1(b)(v) of the Center Financial Disclosure Schedule is a true, correct and are not yet due complete list of all equity securities that Center Financial or any of its Subsidiaries owns, controls or holds for its own account, and payable)neither Center Financial nor any of its Subsidiaries owns more than 4.9% of a class of voting securities of, or otherwise controls, any Person other than Center Financial Bank, in the case of Center Financial.

Capital Structure. (a) The authorized capital stock of MAMP Parent consists entirely of 50,000,000 (i) 75,000,000 shares of MAMP Parent Common Stock, 1,000,000 (ii) 10,707 shares of preferred stock, $0.01 par value $100 per share share, of Parent, and (iii) 1,000,000 shares of special stock, without par value, of Parent (“Preferred Special Stock”), of which 20,000 100,000 shares are have been designated as Series A preferred stock, $0.01 par value per share Junior Participating Special Stock (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Special Stock”). As At the close of the date of this Agreementbusiness on November 27, 2009: (i) 2,610,568 26,602,173 shares of MAMP Parent Common Stock were issued and outstanding, outstanding (including 752,320 shares of restricted stock); (ii) 500 16,207,011 shares of Parent Common Stock were held by Parent in its treasury; (iii) no shares of Special Stock or Series A Preferred Special Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued ; and outstanding, (iv) zero 12,000 shares of Series C Preferred Parent Common Stock were subject to issued and outstanding and (v) 70,000 options to purchase Parent Common Stock granted under Parent’s 1992 Non-Employee Directors’ Stock Option Plan, as amended, 469,955 shares of MAMP Parent Common Stock were reserved for issuance pursuant subject to outstanding MAMP Options. All issued and outstanding options under Parent’s 2002 Equity Incentive Plan (the “Parent Stock Plan” and such stock options, the “Parent Stock Options”). Parent has made available to the Company a list, as of the close of business on November 27, 2009, of the holders of outstanding Parent Stock Options, restricted stock, performance shares or units, deferred shares, stock units and other stock awards and the number, exercise prices, vesting schedules, performance targets, expiration dates and other forfeiture provisions of each grant to such holders. All outstanding shares of the capital stock of MAMP are duly authorized, validly issued, fully paid and nonassessableParent are, and no class of capital stock is entitled to preemptive rights. All all shares of Common Stock reserved for issuance as noted above shall that may be issued will be, when issued in accordance with the respective terms thereofissued, duly authorized, validly issued, fully paid and non-assessable, nonassessable and free not subject to or issued in violation of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, Except as of the date of otherwise provided in this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the granteeSection 3.2(c), the number of there are not issued, reserved for issuance or outstanding (i) any shares of MAMP Common Stock subject to each such MAMP Optioncapital stock or other voting securities of Parent, the grant date(ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent or any Parent Subsidiary, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (biii) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and there are no existing options, any warrants, calls, subscriptions, convertible securities options or other securitiesrights to acquire from Parent or any Parent Subsidiary any capital stock, agreements, commitments or obligations of any character relating to the outstanding voting securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable or exercisable for such MAMP Subsidiary ownership interests. (c) capital stock or voting securities of Parent or any Parent Subsidiary. Except as set forth on Schedule 2.5(cotherwise provided in this Section 3.2(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights outstanding obligations of first refusal, arrangements or undertakings of any kind to which MAMP Parent or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Parent Subsidiary to (i) issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stockany capital stock, shares of Preferred Stock or other equity voting securities or phantom securities convertible into or exchangeable or exercisable for capital stock or other contractual rights the value voting securities of which is determined in whole or in part by the value of any equity security of MAMP Parent or any of the MAMP Subsidiaries Parent Subsidiary or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to (ii) repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiarysuch securities. Neither MAMP Parent nor any MAMP Parent Subsidiary is a party to or, any voting agreement with respect to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock such securities. Except as otherwise provided in this Section 3.2(c) and for payments under Parent Benefit Plans, there are no agreements, arrangements or commitments of MAMP any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive from Parent or a Parent Subsidiary any payment based on the revenues, earnings or financial performance of Parent or any of the MAMP SubsidiariesParent Subsidiary or assets or calculated in accordance therewith. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The authorized capital stock of MAMP the Seller consists of 50,000,000 twenty million (20,000,000) shares of MAMP Common Stock, 1,000,000 shares of preferred common stock, $0.01 0.001 par value per share (“Preferred Stock”)value, of which 20,000 two million four hundred seventy-five thousand four hundred and fifteen (2,475,415) shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, (i) 2,610,568 shares of MAMP Common Stock were issued and outstanding, two million five hundred ten thousand (ii2,510,000) 500 shares of Series A Preferred Stock were Stock, $0.001 par value, of which two million five hundred four thousand (2,504,000) shares are issued and outstanding, five million five hundred thousand (iii5,500,000) zero shares of Series B Preferred Stock were Stock, $0.001 par value, of which five million two hundred sixty-eight thousand two hundred and seventy-nine (5,268,279) shares are issued and outstanding, three million two hundred thousand (iv3,200,000) zero shares of Series C Preferred Stock were Stock, $0.001 par value, of which three million forty thousand (3,040,000) shares are issued and outstanding. Except as set forth in Section 2.3(a) to the Seller Disclosure Schedule there are no other outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant capital stock or voting securities and no outstanding commitments to outstanding MAMP Optionsissue any shares of capital stock or voting securities. Set forth in Section 2.3(a) to the Seller Disclosure Schedule is a true and correct list of the stockholders of Seller and any persons with rights to acquire the Seller's securities, which list will be updated, prior to Closing to reflect any changes thereto. (b) All issued and outstanding shares of the Seller's capital stock of MAMP are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, assessable and are free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof, and, except as disclosed in Section 2.3(b) to the Seller Disclosure Schedule, are not subject to preemptive rightsrights or rights of first refusal created by statute, the Seller's Certificate of Incorporation or Bylaws or any Contract to which the Seller is a party or by which it is bound. Schedule 2.5(a) sets forth a true, complete and correct list, as All outstanding shares of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (Seller's capital stock were issued in compliance with all applicable federal and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issuedstate securities laws. Except as indicated on Schedule 2.1(dotherwise set forth in Section 2.3(b) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c)Seller Disclosure Schedule, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind character to which MAMP or any MAMP Subsidiary the Seller is a party or by which any of them it is bound, bound obligating MAMP or any MAMP Subsidiary the Seller to issue, deliver deliver, sell, repurchase or sell or createredeem, or cause to be issued, delivered delivered, sold, repurchased or sold or createdredeemed, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP the Seller. Except for the agreements contemplated by this Agreement and the Contracts set forth on Section 2.3(b) to the Seller Disclosure Schedule, there are no Contracts relating to voting, purchase or sale of Seller capital stock (i) between or among Seller and any of the MAMP Subsidiariesits security holders and (ii) to Seller's knowledge, between or among any of Seller's security holders. (dc) MAMP does not have a “poison pill” True and complete copies of all Contracts and instruments relating to or similar stockholder rights plan. issued under Seller's 1997 Stock Plan (ethe "Stock Option Plan") Except as set forth on Schedule 2.5(e), all dividends or distributions on otherwise relating to the MAMP Common Stock issuance of options or the Preferred Stock and any dividends or distributions on any securities warrants of any MAMP Subsidiary which Seller have been authorized provided or declared prior made available to the date hereof Buyer and such Contracts and instruments have not been paid amended, modified or supplemented, and, except as otherwise expressly contemplated herein, there are no Contracts to amend, modify or supplement such agreements or instruments in full (except any case from the form provided to the extent such dividends have been publicly announced and are not yet due and payable)Buyer.

Capital Structure. (a) The authorized capital stock of MAMP BGST consists of 50,000,000 shares of MAMP Common Stock, 1,000,000 10,000,000 shares of preferred stockstock $.0001 par value, and 200,000,000 shares of common stock $.0001 par value (“BGST Common Stock”). Amendments to BGST’s Articles Of Incorporation will be filed concurrent with the Closing, to reflect, among other things, the 1 for 50 reverse split and simultaneous increase of the authorized shares to reflect a post Closing authorized capitalization of 310,000,000 shares consisting of 10,000,000 Preferred Stock, $0.01 0.0001 par value per share and 300,000,000 shares of Common Stock. $0.0001 par value per share (“Preferred Stock”), of which 20,000 shares are designated attached herein as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). Annex H) As of the date of this Agreementhereof, (i) 2,610,568 7,797,693 shares of MAMP BGST Common Stock were are issued and outstanding, (ii) 500 Two (2) shares of BGST Series A Super Voting Preferred Stock were are issued and outstanding, but will be exchanged for two thousand and ninety five shares (2,095) shares of BGST Preferred Stock which will convert into two million ninety five thousand shares (2,095,000) of post merger Common Stock concurrent with the Closing and (iii) zero no shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares capital stock of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP OptionsBGST are held by BGST in its treasury. All of the shareholders (and the number of shares held by same) of the issued and outstanding shares of the BGST capital stock of MAMP are duly authorizedlisted on Annex A hereto. Except as set forth above and on Annex A, validly issued, fully paid and nonassessable, and no class shares of capital stock is entitled to preemptive rights. All shares or other voting securities of Common Stock BGST were issued, reserved for issuance as noted above shall beor outstanding. All outstanding shares of BGST Common Stock are, when and all shares of BGST Preferred Stock that may be issued in accordance connection with the respective terms thereofTransaction Documents will be when issued, duly authorized, validly issued, fully paid and non-assessableassessable and not subject to or issued in violation of any purchase option, and free call option, right of first refusal, preemptive rights. Schedule 2.5(a) sets forth a trueright, complete and correct list, as subscription right or any similar right under any provision of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee)Delaware Business Corporation Act, the number of shares of MAMP Common Stock subject to each such MAMP OptionBGST Charter, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested BGST Bylaws or unvested. (b) All equity interests in each of the MAMP Subsidiaries that any Contract to which BGST is a partnership party or limited liability company otherwise bound. There are duly authorized and validly issuednot any bonds, debentures, notes or other indebtedness of BGST having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of capital stock of BGST may vote (“Voting BGST Debt”). Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and there There are no existing not any options, warrants, calls, subscriptionsrights, convertible securities or other exchangeable securities, agreements“phantom” stock rights, commitments or obligations of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c)stock appreciation rights, there are no securities, options, warrants, calls, rightsstock-based performance units, commitments, agreements, rights of first refusalContracts, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary BGST is a party or by which any of them it is bound, bound (i) obligating MAMP or any MAMP Subsidiary BGST to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stock, shares of Preferred Stock capital stock or other equity securities interests in, or phantom any security convertible or exercisable for or exchangeable into any capital stock of or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP interest in, BGST or any of the MAMP Subsidiaries or Voting BGST Debt, (ii) obligating MAMP or any MAMP Subsidiary BGST to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreement, right of first refusalContract, 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 the capital stock of BGST. There are no not any outstanding contractual obligations of MAMP or any MAMP Subsidiary BGST to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares capital stock of Preferred Stock, or other equity securities of MAMP or any MAMP SubsidiaryBGST. Neither MAMP nor any MAMP Subsidiary BGST is not a party to or, any agreement granting any securityholder of BGST the right to cause BGST to register shares of the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock or other securities of MAMP or any BGST held by such securityholder under the Securities Act. The stockholder list provided to USASF is the current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the MAMP Subsidiariesissued and outstanding shares of the BGST Common Stock. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The authorized capital stock of MAMP the Company consists of 50,000,000 250,000,000 shares of MAMP Company Common Stock, 1,000,000 Stock and 10,000,000 shares of preferred stock, $0.01 par value $0.001 per share (“Preferred Stock”)share, 44,248 shares of which 20,000 shares are designated as shares of Series A preferred stock, $0.01 par value per share (“Series A A-1 Preferred Stock”), 10,000 44,248 shares of which are designated as shares of Series B preferred stock, $0.01 par value per share (“Series B A-2 Preferred Stock”), and 10,000 4,868 shares of which are designated as shares of Series C preferred stock, $0.01 par value per share (“Series C B-1 Preferred Stock”), and 4,868 shares of which are designated as shares of Series B-2 Preferred Stock. As of the date close of this Agreementbusiness on December 8, (i) 2,610,568 2006: 62,212,369 shares of MAMP Company Common Stock were issued and outstanding, (ii) 500 23,441 shares of Series A A-1 Preferred Stock were issued and outstanding, (iii) zero 44,242 shares of Series B A-2 Preferred Stock were issued and outstanding, (iv) zero 4,835 shares of Series C B-1 Preferred Stock were issued and outstanding outstanding, and (v) 70,000 4,862 shares of MAMP Common Series B-2 Preferred Stock were reserved for issuance pursuant to outstanding MAMP Optionsissued and outstanding. There are no shares of Company capital stock were held by the Company in its treasury and no shares of Company capital stock are owned or held by any Subsidiary of the Company. All issued and of the outstanding shares of the capital stock of MAMP the Company are duly authorized, authorized and validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to any preemptive rights. All shares . (b) Section 3.2(b) of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Company Disclosure Schedule 2.5(a) sets forth a true, complete and correct accurate list, as of the date close of this Agreementbusiness on December 8, 2006 of: (i) the number of shares of Company Common Stock subject to outstanding options under each Company Stock Plan and the number of shares of Company Common Stock available for grant under each Company Stock Plan; and (ii) all outstanding MAMP options to acquire shares of Company Common Stock (“Company Stock Options”), including indicating with respect to each such Company Stock Option the name of the Person to whom holder thereof and whether such MAMP Options have been granted (and the current holder is an employee of the MAMP Options if different than Company or any of its Subsidiaries, the grantee)Company Stock Plan under which it was granted and whether such Company Stock Option is an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option, the number of shares of MAMP Company Common Stock subject to each such MAMP Company Stock Option, the exercise price and the date of grant datethereof, the applicable vesting schedule of such Company Stock Option and the extent to which such Company Stock Option was vested and exercisable as of December 8, 2006, whether such Company Stock Option was granted with a per share exercise price lower than the fair market value of one share of Company Common Stock on the date of grant as determined in good faith by the Administrator of the Company Stock Plan (as defined in each such plan), and the expiration date and exercise price for each of such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each Company Stock Option. As of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized close of business on December 8, 2006, approximately 63,000 shares of Company Common Stock were issuable pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). For purposes of this Agreement, “Company Stock Plans” means the Company’s 1996 Stock Option Plan, the Company’s 2000 Stock Option Plan, the Company’s 2005 Stock Option Plan and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all LiensCompany’s 2000 Directors’ Stock Option Plan, and there are no existing optionsall sub-plans relating thereto, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership intereststaken together. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP UFB ----------------- consists of 50,000,000 2,500,000 shares of MAMP UFB Common Stock, 1,000,000 par value $.01 per share, and 500,000 shares of preferred stock, $0.01 par value $.01 per share (“"UFB Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”"). As of the date of this Agreement, (iA) 2,610,568 1,349,153 shares of MAMP UFB Common Stock were issued and outstanding, (iiB) 500 no shares of Series A UFB Preferred Stock were issued and outstanding, (iiiC) zero no shares of Series B Preferred UFB Common Stock were issued and outstandingreserved for issuance, (iv) zero except that 230,584 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP UFB Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued the UFB 1995 Stock-Option Plan ("UFB Option Plan") and outstanding (D) no shares of the UFB Common Stock were held by UFB in its treasury or by its Subsidiaries. The authorized capital stock of MAMP are duly authorizedUFB Bank consists of 8,000,000 shares of common stock, validly issued, fully paid and nonassessablepar value $1.00 per share, and no class of capital stock is entitled to preemptive rights. All 2,000,000 shares of Common Stock reserved for issuance as noted above shall bepreferred stock, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rightspar value $1.00 per share. Schedule 2.5(a) sets forth a true, complete and correct list, as As of the date of this Agreement, 1,352,507 shares of such common stock were outstanding, no shares of such preferred stock were outstanding and all outstanding shares of such common stock were, and as of the Effective Time will be, owned by UFB. All outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date capital stock of UFB and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company UFB Bank are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned , fully paid and nonassessable and not subject to any preemptive rights and, with respect to shares held by a third partyUFB in its treasury or by its Subsidiaries, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), are free and clear of all Liensliens, claims, encumbrances or restrictions (other than those imposed by applicable federal or state securities laws) and there are no existing options, warrants, calls, subscriptions, convertible securities agreements or other securities, agreements, commitments understandings with respect to the voting or obligations disposition of any character relating such shares. UFB's Disclosure Letter sets forth a complete and accurate list of all options to purchase UFB Common Stock that have been granted pursuant to the outstanding securities UFB Option Plan, including the dates of any MAMP Subsidiary or which would require any MAMP Subsidiary grant, exercise prices, dates of vesting, dates of termination and shares subject to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestseach grant. (cii) Except No Voting Debt of UFB is issued or outstanding. (iii) As of the date of this Agreement, except for this Agreement and as set forth on Schedule 2.5(c)in UFB's Disclosure Letter, there are no securities, neither UFB nor any of its Subsidiaries has or is bound by any outstanding options, warrants, calls, rights, commitmentsconvertible securities, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind to which MAMP character obligating UFB or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, any additional shares of MAMP Common Stock, shares capital stock of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP UFB or any of the MAMP its Subsidiaries or obligating MAMP UFB or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP UFB or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP UFB or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The authorized capital stock of MAMP ARPI consists of 50,000,000 500,000,000 shares of MAMP ARPI Common Stock, 1,000,000 Stock and 100,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”), share. At the close of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of business on the date of this Agreementhereof, (i) 2,610,568 32,206,102 shares of MAMP ARPI Common Stock were issued and outstanding, (ii) 500 no shares of Series A preferred stock of ARPI (“ARPI Preferred Stock Stock”) were issued and outstanding, (iii) zero 372,898 shares of Series B Preferred ARPI Common Stock were issued and outstandingavailable for grant under the ARPI Equity Incentive Plan, (iv) zero 175,000 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP ARPI Common Stock were reserved for issuance pursuant to upon redemption of outstanding MAMP Options. All issued ARP OP Units, and outstanding (v) 6,612,995 shares of the capital stock of MAMP are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. All shares of ARPI Common Stock were reserved for issuance as noted above shall be, when issued in accordance with upon exchange of outstanding Exchangeable Notes. Section 4.3(a)(i) of the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) ARPI Disclosure Letter sets forth a truethe “Exchange Rate” pursuant to the Notes Indenture, after giving effect to any adjustments, as in effect on the date hereof. Section 4.3(a)(ii) of the ARPI Disclosure Letter sets forth the complete and correct list, as of the date of this Agreement, of the total number of outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (ARPI LTIP Units and the current holder of the MAMP Options if different than the grantee)ARPI Restricted Stock Awards, the number of shares of MAMP ARPI Common Stock subject to each into which such MAMP OptionARPI LTIP Units are convertible, the name of the holder, the vesting status and criteria and the grant date. All issued and outstanding shares of capital stock of ARPI are duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock is entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other Indebtedness of ARPI having the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested right to vote (or unvestedconvertible into, or currently exchangeable for, securities having the right to vote) on any matter on which holders of shares of ARPI Common Stock may vote. There are no options to purchase ARPI Common Stock outstanding under the ARPI Equity Incentive Plan or otherwise. There are no other rights to purchase or receive shares of ARPI Common Stock granted under the ARPI Equity Incentive Plan or otherwise, other than upon redemption of ARP OP Units outstanding or issued to holders of ARPI LTIP Units under the ARP OP Agreement. There has been no “Adjustment Event” or changes to the “Conversion Factor” under the ARP OP Agreement since May 11, 2012. (b) All of the outstanding shares of capital stock of each of the ARPI Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and non-assessable. All equity interests in each of the MAMP ARPI Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the ARPI Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and non-assessable. Except as indicated on Schedule 2.1(dset forth in Section 4.3(b) as owned by a third partyof the ARPI Disclosure Letter, MAMP ARPI owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the MAMP ARPI Subsidiaries set forth on Schedule 2.1(d)owned by ARPI or an ARPI Subsidiary, free and clear of all Liensencumbrances 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 in accordance with GAAP, and except as set forth in Section 4.3(b) of the ARPI Disclosure Letter, there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any MAMP ARPI Subsidiary owned by ARPI or an ARPI Subsidiary or which would require any MAMP ARPI Subsidiary to issue or sell any shares of such ARPI Subsidiary capital stock, ownership interests or securities convertible into or exchangeable for shares of such MAMP ARPI Subsidiary capital stock or ownership interests. (c) Except as set forth on Schedule 2.5(c)in this Section 4.3 or in Section 4.3(c) of the ARPI 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 MAMP ARPI or any MAMP ARPI Subsidiary is a party or by which any of them is bound, obligating MAMP ARPI or any MAMP ARPI Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP ARPI Common Stock, shares of ARPI Preferred Stock Stock, ARPI LTIP Units or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP ARPI or any of the MAMP ARPI Subsidiaries or obligating MAMP ARPI or any MAMP ARPI Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There Except as set forth in Section 4.3(c) of the ARPI Disclosure Letter, there are no outstanding contractual obligations of MAMP ARPI or any MAMP ARPI Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP ARPI Common Stock, shares of ARPI Preferred Stock, ARPI LTIP Units or other equity securities of MAMP ARPI or any MAMP ARPI Subsidiary. Neither MAMP ARPI nor any MAMP ARPI Subsidiary is a party to or, to the Knowledge of MAMPARPI, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP ARPI or any of the MAMP ARPI Subsidiaries. (d) MAMP ARPI does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e)in Section 4.3(e) of the ARPI Disclosure Letter, neither ARPI nor any ARPI Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (f) Except as set forth in Section 4.3(f) of the ARPI Disclosure Letter, all dividends or other distributions on the MAMP shares of ARPI Common Stock or the Preferred Stock and any material dividends or other distributions on any securities of any MAMP ARPI Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends or other distributions have been publicly announced and are not yet due and payable). (g) ARPI is the sole member of ARP GP. ARP GP is the sole general partner of ARP OP. (h) Section 4.3(h) of the ARPI Disclosure Letter sets forth, as of the date hereof, the name of, and the number and class of limited partnership interests held by, each partner in ARP OP. (i) No shares of ARPI Common Stock were repurchased pursuant to ARPI’s stock repurchase program announced on November 4, 2015 and such program has been suspended.

Capital Structure. (a) The authorized capital stock of MAMP the Company consists solely of 50,000,000 70,000 shares of MAMP Common Series A Convertible Preferred Stock, 1,000,000 shares of preferred stock, $0.01 par value $0.001 per share (“Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“"Series A Preferred Stock”"), 10,000 1,700,000 shares are designated as of Series B preferred stockConvertible Preferred Stock, $0.01 par value $0.001 per share (“"Series B Preferred Stock”"), and 10,000 28,152 shares are designated as of Series C preferred stockConvertible Preferred Stock, $0.01 par value $0.001 per share (“"Series C Preferred Stock”"), 1,273,149 shares of Series D Convertible Preferred Stock, par value $0.001 per share ("Series D Preferred Stock"), and 50,000,000 shares of common stock, par value $0.001 per share ("Common Stock"). As of the date of this Agreementhereof, 0, 369,054, 0, 0 and 10,416,141 (ion an as-converted basis) 2,610,568 shares of MAMP Common Stock were issued and outstanding, (ii) 500 shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock were and Common Stock, respectively, are issued and outstanding, (iii) zero shares . The Company owns all of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All the issued and outstanding shares of the capital stock of MAMP Crossvue and Penware, Inc., free of any Liens or limitations in the Company's voting rights. Crossvue owns all of the issued and outstanding shares of capital stock of Crossvue Limited (with the exception of six (the "Crossvue Limited Qualifying Shares") out of 690,006 outstanding shares held by current and former employees of the Company as required by Sri Lankan law), free of any Liens or limitations in Crossvue's voting rights. The Crossvue Limited Qualifying Shares are in all respects identical to the other 690,000 issued and outstanding shares of capital stock of Crossvue Limited, including without limitation, the dividend and voting rights associated with such shares. (b) Except as disclosed in Section 5.2 of the Company Disclosure Schedule, no Stock Options have been granted and are outstanding. Except as disclosed in Section 5.2(a) or in Section 5.2 of the Company Disclosure Schedule, there are no outstanding (i) shares of capital stock or other voting securities of the Company, (ii) securities of any Company Party convertible into or exchangeable for shares of capital stock or voting securities of any Company Party, (iii) no options or other rights to acquire from any Company Party, and no obligation of any Company Party to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Company Party and (iv) no equity equivalents, interests in the ownership or earnings of any Company Party or other similar rights. Attached as Section 5.2 of the Company Disclosure Schedule is a complete and correct list of the names of each holder of Stock Options, or other rights to acquire any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Company Party, or equity equivalents, interests in the ownership or earnings of any Company Party or other similar rights (collectively, "Stock Rights"), the number of Stock Rights held by each such holder, the exercise price and vesting terms for each such Stock Right (and whether such vesting terms shall be affected by the executions and delivery of this Agreement or the consummation of the transactions contemplated hereby) and any amendments or modifications with respect to any such Stock Right effected since June 30, 2001 (including any changes in the exercise price, changes in or acceleration of the vesting terms and any regranting of Stock Rights). (c) All outstanding shares of capital stock of each Company Party are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive or similar rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as None of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock Company Parties has or is subject to each such MAMP Optionor bound by or, at or after the grant dateClosing Date will have or be subject to or bound by, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and any outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, subscription or other right (including any preemptive or similar right), commitmentagreement or commitment which (i) obligates any Company Party to issue, agreementsell or transfer, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire acquire, any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP any Company Party, (ii) obligates any Company Party to provide funds or make any investment (in the form of a loan, capital contribution or otherwise) in any Company Party, (iii) restricts the MAMP Subsidiariestransfer of any shares of capital stock of any Company Party or (iv) relates to the holding, voting or disposition of any shares of capital stock of any Company Party. No bonds, debentures, notes or other indebtedness of any Company Party having the right to vote on any matters on which the stockholders of any Company Party may vote are issued or outstanding. (d) MAMP does The aggregate amount of consideration required by the Company to comply with its obligations under Section 4.2(a) shall not have a “poison pill” or similar stockholder rights planexceed $288,000. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The authorized capital stock of MAMP REIT II consists of 50,000,000 98,999,000 shares of MAMP REIT II Common Stock, 1,000,000 shares of preferred stock, $0.01 0.0001 par value per share (“the "REIT II Preferred Stock”"), of which 20,000 50,000 shares are classified and designated as shares of Series A preferred stockConvertible Redeemable Preferred Stock, $0.01 0.0001 par value per share (“the "REIT II Series A Preferred Stock”"), 10,000 and 50,000 shares are classified and designated as Series B preferred stock1 Convertible Redeemable Preferred Stock, $0.01 0.0001 par value per share (“the "REIT II Series B 1 Preferred Stock”"), and 10,000 1,000 shares are designated as Series C preferred stockof Convertible Stock, $0.01 0.0001 par value per share (“Series C Preferred "REIT II Convertible Stock”"). As At the close of the date of this Agreementbusiness on May 22, 2017, (i) 2,610,568 2,548,468 shares of MAMP REIT II Common Stock were issued and outstanding, (ii) 500 2,862 shares of REIT II Series A Preferred Stock were issued and outstanding, (iii) zero 2,828 shares of REIT II Series B I Preferred Stock were issued and outstanding, (iv) zero no shares of Series C Preferred REIT II Convertible Stock were issued and outstanding and (v) 70,000 500,000 shares of MAMP REIT II Common Stock were reserved available for issuance pursuant to outstanding MAMP Optionsgrant under the REIT II Equity Incentive Plan. All issued and of the outstanding shares of the capital stock of MAMP REIT II are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with applicable securities Laws, and all shares of REIT II Common Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and will be issued in compliance with applicable securities Laws. Except as set forth in this Section 5.4, there is no other outstanding capital stock of REIT II. (b) All of the outstanding shares of capital stock of each of the REIT II Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP REIT II Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(dAll shares of capital stock of (or other ownership interests in) as owned by a third partyeach of the REIT II Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, MAMP upon issuance will be validly issued, fully paid and nonassessable. REIT II or the REIT II Operating Partnership owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d)REIT II Subsidiaries, free and clear of all Liens, other than Permitted Liens, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations free of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestspreemptive rights. (c) There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) ("REIT II Voting Debt") of REIT II or any REIT II Subsidiary issued and outstanding. Except as set forth on Schedule 2.5(c)in Section 5.4(c) of the REIT II Disclosure Letter and other than (i) pursuant to the REIT II DRIP, (ii) shares of REIT II Common Stock and/or warrants issuable pursuant to the terms of the REIT II Series A Preferred Stock and the REIT II Series 1 Preferred Stock, (iii) shares of REIT II Common Stock issuable pursuant to the terms of the REIT II Convertible Stock and (iv) pursuant to the REIT II Share Repurchase Program, there are no securitiesoutstanding subscriptions, securities options, warrants, calls, rights, commitmentsprofits interests, agreementsstock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusalrefusal or other similar rights, arrangements agreements, arrangements, undertakings or undertakings commitments of any kind to which MAMP REIT II or any MAMP Subsidiary of the REIT II Subsidiaries is a party or by which any of them is bound, bound obligating MAMP REIT II or any MAMP Subsidiary of the REIT II Subsidiaries to (i) issue, deliver transfer or sell or create, or cause to be issued, delivered transferred or sold or created, created any additional shares of MAMP Common Stock, shares of Preferred Stock capital stock or other equity securities interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP REIT II or any of the MAMP Subsidiaries REIT II Subsidiary or obligating MAMP securities convertible into or any MAMP Subsidiary to exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such securitysubscriptions, optionoptions, warrantwarrants, callcalls, rightrights, commitmentprofits interests, agreementstock appreciation rights, right of first refusalphantom stock, arrangement convertible securities or undertaking. There are no outstanding contractual obligations of MAMP other similar rights, agreements, arrangements, undertakings or any MAMP Subsidiary to repurchasecommitments or (iii) redeem, redeem repurchase or otherwise acquire any such shares of MAMP Common Stockcapital stock, shares of Preferred Stock, REIT II Voting Debt or other equity securities of MAMP or any MAMP Subsidiary. interests. (d) Neither MAMP REIT II nor any MAMP REIT II Subsidiary is a party to or, to the Knowledge of MAMP, or bound by any agreements or understandings Contracts concerning the voting (including voting trusts and proxies) of any capital stock of MAMP REIT II or any of the MAMP REIT II Subsidiaries. Neither REIT II nor any REIT II Subsidiary has granted any registration rights on any of its capital stock. No REIT II Common Stock is owned by any REIT II Subsidiary. (de) MAMP REIT II does not have a “"poison pill” " or similar stockholder rights plan. (ef) Except as set forth on Schedule 2.5(e), all All dividends or other distributions on the MAMP shares of REIT II Common Stock or the Preferred Stock REIT II OP Units and any material dividends or other distributions on any securities of any MAMP REIT II 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. (ai) The authorized capital stock of MAMP Nara consists of 50,000,000 100,000,000 shares of MAMP common stock, par value $0.001 per share (the “Nara Common Stock”), 1,000,000 and 10,000,000 shares of preferred stock, $0.01 par value per share $0.001 (the “Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Nara Preferred Stock”). As of the date close of this Agreementbusiness on November 30, 2010, (iA) 2,610,568 37,971,527 shares of MAMP Nara Common Stock were issued and outstanding, (ii) 500 521,266 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Nara Common Stock were reserved for issuance pursuant to upon the exercise of the outstanding MAMP Optionswarrant held by the United States Treasury Department (the “Nara TARP Warrant”) and 820,730 shares of Nara Common Stock were reserved for issuance upon exercise of stock options, Nara Performance Units or other awards under the Amended Nara 2007 Equity Incentive Plan (the “Nara Stock Plan”), and 60,686,477 shares of Nara Common Stock were held by Nara in its treasury or by its Subsidiaries (exclusive of DPC shares); and (B) 67,000 shares of Nara Preferred Stock designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Nara Series A Preferred Stock”) were issued and outstanding. All issued and outstanding shares of the capital stock of MAMP Nara Common Stock and Nara Preferred Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable, non-assessable and no class the issuance of capital stock is entitled none of such shares was subject to preemptive rights. All The shares of Nara Common Stock reserved for issuance and Nara Series B Preferred Stock to be issued pursuant to or as noted above shall bespecifically contemplated by this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance with the respective terms thereofhereof, duly authorized, will be validly issued, fully paid and non-assessable, assessable and free the issuance of none of such shares was or will be subject to preemptive rights. As of the close of business on November 30, 2010, options to acquire 150,000 shares of Nara Common Stock with an exercise price in excess of the closing share price of Nara as of the close of business on December 8, 2010 were issued and outstanding. (ii) Set forth in Section 3.2(b)(ii) of the Nara Disclosure Schedule 2.5(a) sets forth is a true, correct and complete list of all outstanding bonds, debentures, notes, trust preferred securities or other similar obligations that Nara or any of its Subsidiaries has issued. Except as set forth in Section 3.2(b)(ii) of the Nara Disclosure Schedule, no Voting Debt of Nara or any Nara Subsidiary is issued or outstanding. All outstanding bonds, debentures, notes, trust preferred securities or other similar obligations of Nara or any of its Subsidiaries were issued in compliance in all material respects with all Applicable Legal Requirements. Each Trust Document entered into by Nara or any of its Subsidiaries is in full force and correct listeffect and constitutes the valid, binding and legally enforceable obligation of Nara or one of its Subsidiaries, and to the knowledge of Center Financial, the other parties thereto, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles). Except as set forth in Section 3.2(b)(ii) of the Nara Disclosure Schedule or otherwise in this Section 3.2(b), no Nara Subsidiary has issued securities held by any entity other than Nara or a Nara Subsidiary. (iii) Except for (A) this Agreement, (B) the Nara TARP Warrant, (C) Nara Stock Options, restricted units and performance units issued under the Nara Stock Plans, which represented, as of November 30, 2010, the right to acquire (in the case of Nara Stock Options) or to receive the value of up to an aggregate of, respectively, 543,250, zero and 36,200 shares of Nara Common Stock, and (D) agreements entered into and securities and other instruments issued after the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating Agreement to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c)extent permitted by Section 4.2, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind character to which MAMP Nara or any MAMP Subsidiary of Nara is a party or by which any of them is bound, obligating MAMP it or any MAMP such Subsidiary is bound obligating Nara or any Subsidiary of Nara to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom capital stock or other contractual any Voting Debt or stock appreciation rights the value of which is determined in whole Nara or in part by the value of any equity security Subsidiary of MAMP Nara or obligating Nara or any Subsidiary of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary Nara to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP Nara or any MAMP Subsidiary of its Subsidiaries (A) to repurchase, redeem or otherwise acquire any shares of MAMP capital stock of Nara or any of its Subsidiaries or (B) pursuant to which Nara or any of its Subsidiaries is or could be required to register shares of Nara Common Stock, Nara Preferred Stock or other securities under the Securities Act, except any such contractual obligations entered into after the date hereof to the extent permitted by Section 4.2. (iv) Since December 31, 2009, except to the extent permitted by Section 4.2, Nara has not (A) issued any shares of Preferred Stockcapital stock, stock appreciation rights or other equity securities exercisable or exchangeable for or convertible into shares of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP Nara or any of its Subsidiaries, other than pursuant to and as required by the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on terms of the MAMP Common Nara Stock or the Preferred Stock Plan and any dividends or distributions on any securities of any MAMP Subsidiary which have been authorized or declared employee stock options and other awards issued under the Nara Stock Plans prior to the date hereof have been (or issued after the date hereof in compliance with Sections 4.2(c) and 4.2(k)); (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Nara Subsidiaries, any shares of capital stock of Nara or any of its Subsidiaries (other than the acquisition of DPC shares in the ordinary course of business consistent with past practice); or (C) declared, set aside, made or paid in full (except to the extent stockholders of Nara dividends or other distributions on the outstanding shares of capital stock of Nara, other than cash dividends on the Nara Series A Preferred Stock as required by the terms of such dividends have been publicly announced preferred stock as in effect on the date hereof. (v) Set forth in Section 3.2(b)(v) of the Nara Disclosure Schedule is a true, correct and are not yet due complete list of all equity securities that Nara or any of its Subsidiaries owns, controls or holds for its own account, and payable)neither Nara nor any of its Subsidiaries owns more than 4.9% of a class of voting securities of, or otherwise controls, any Person other than Nara Bank, in the case of Nara.

Capital Structure. (a) The authorized capital stock of MAMP ICH consists of 50,000,000 46,217,295 shares of MAMP ICH Common Stock of which 3,782,705 shares are designated as Class A Common Stock, 1,000,000 par value $.01 per share ("ICH Series A Common Stock"), and 10,000,000 shares of preferred stock, $0.01 par value $.01 per share (“Preferred Stock”)share, of which 20,000 1,000,000 shares are designated as Series A preferred stockJunior Participating Preferred Stock, $0.01 par value $.01 per share (“"ICH Series A Preferred Stock”"), 10,000 and 479,999 shares are designated as Series B preferred stock, $0.01 par value per share (“ICH Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of On the date of this Agreementhereof, (i) 2,610,568 8,418,200 shares of MAMP Common Stock were issued and outstandingICH Common, (ii) 500 no shares of ICH Series A Common Stock, 479,999 shares of ICH Series B Preferred Stock and no shares of ICH Series A Preferred Stock were issued and outstanding, (iiiii) zero no shares of ICH Common Stock, ICH Series A Common Stock, ICH Series B Preferred Stock, ICH Series A Preferred Stock were issued and outstanding, (iv) zero shares of Series C or ICH Preferred Stock were issued and outstanding and held by ICH in its treasury, (viii) 70,000 632,500 shares of MAMP ICH Common Stock were reserved for issuance pursuant to in connection with the ICH Option Plan, (iv) 1,683,635 shares of ICH Common Stock were reserved for issuance in connection with the conversion of ICH Series B Preferred Stock and (v) 328,831 shares of ICH Common Stock were issuable upon exercise of outstanding MAMP ICH Options. All issued and On the date hereof, except as set forth above in this Section 4.3, no capital shares or other voting securities of ICH were issued, reserved for issuance or outstanding. There are no outstanding share appreciation rights relating to the capital shares of the ICH. All outstanding capital stock shares of MAMP ICH are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights. All shares There are no bonds, debentures, notes or other indebtedness of Common Stock reserved ICH having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which shareholders of ICH may vote. Except for issuance the ICH Options and the rights issuable under the Rights Plan, dated as noted above shall beof October 7, when issued in accordance with the respective terms thereof1998, duly authorizedbetween ICH and BankBoston, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct listN.A., as of rights agent (the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c"ICH Rights Plan"), there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP ICH or any MAMP Subsidiary of its Subsidiaries is a party or by which any of them such entity is bound, obligating MAMP ICH or any MAMP Subsidiary of its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stockcapital shares, shares of Preferred Stock voting securities or other equity securities or phantom stock or other contractual rights the value ownership interests of which is determined in whole or in part by the value of any equity security of MAMP ICH or any of the MAMP its Subsidiaries or obligating MAMP ICH or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP ICH or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any capital shares of MAMP Common StockICH or any capital shares, shares of Preferred Stock, voting securities or other equity securities ownership interests in any Subsidiary of MAMP ICH or make any MAMP Subsidiary. Neither MAMP nor material investment (in the form of a loan, capital contribution or otherwise) to any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP SubsidiariesPerson. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP Diamond consists of 50,000,000 1,500,000,000 shares of MAMP Diamond Common Stock, 1,000,000 Stock and 250,000,000 shares of preferred stock, $0.01 par value $1.00 per share (the “Diamond Preferred Stock”), of which 20,000 4,000,000 shares are designated as Cumulative Convertible Perpetual Preferred Stock, Series A preferred stock, $0.01 par value per share (the “Diamond Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As At the close of business on the date of this AgreementMeasurement Date, (iA) 2,610,568 1,115,304,679 shares of MAMP Diamond Common Stock were issued and outstanding, (iiB) 500 127,490,157 shares of Series A Diamond Common Stock were held by Diamond in its treasury, (C) 4,000,000 shares of Diamond Preferred Stock were issued and outstanding, (iii) zero of which all are designated as shares of Diamond Series B A Preferred Stock were issued Stock, and outstandingwhich, as of the close of business on the Measurement Date and at a conversion ratio of 24.2010 as of the date hereof, would convert into 96,804,000 shares of Diamond Common Stock, (ivD) zero 10,396 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Diamond Common Stock were reserved for subject to issuance pursuant to the Diamond ESPP, (E) 42,781,973 shares of Diamond Common Stock were subject to issuance pursuant to outstanding MAMP Diamond Options. , (F) 8,560,374 shares of Diamond Common Stock were subject to issuance pursuant to outstanding Diamond Deferred Stock and (G) 5,917,792 shares of Diamond Common Stock were subject to issuance pursuant to outstanding Diamond Performance Deferred Stock. (ii) All issued and outstanding shares of the capital stock of MAMP are duly authorized, validly issued, fully paid and nonassessableDiamond are, and no class all shares of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance Diamond that may be issued as noted above permitted by this Agreement or otherwise shall be, when issued in accordance with the respective terms thereofissued, duly authorized, validly issued, fully paid and non-assessable, nonassessable and free of not subject to preemptive rights. Schedule 2.5(aExcept as set forth in this Section 4.2(c) sets forth a true, complete and correct list, as of except for changes since the date of this Agreement, of Measurement Date resulting from the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number issuance of shares of MAMP Diamond Common Stock subject pursuant to each such MAMP OptionDiamond Options, the grant dateDiamond Deferred Stock, the expiration date Diamond Performance Deferred Stock and exercise price for each such MAMP Option and whether such MAMP Option is vested Diamond Awards, or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned expressly permitted by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(dSection 5.1(b)(ii), free and clear of all Liens, and (A) there are no existing optionsnot issued or outstanding (x) any shares of capital stock or other voting securities of Diamond, (y) any securities of Diamond or any of its subsidiaries convertible into or exchangeable or exercisable for, or based upon the value of, shares of capital stock or voting securities of Diamond or (z) any warrants, calls, subscriptions, convertible securities options or other securitiesrights to acquire from Diamond or any of its subsidiaries (including any subsidiary trust), agreements, commitments or obligations of Diamond or any character relating of its subsidiaries to the outstanding issue, any capital stock, voting securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. or exercisable for, or based upon the value of, capital stock or voting securities of Diamond, and (cB) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights outstanding obligations of first refusal, arrangements or undertakings of any kind to which MAMP Diamond or any MAMP Subsidiary is a party of its subsidiaries to repurchase, redeem or by which otherwise acquire any of them is bound, obligating MAMP such securities or any MAMP Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold sold, any such securities. There are no unpaid Past Due Dividends (as defined in the Certificate of Designations with respect to the Diamond Series A Preferred Stock), whether or creatednot declared, additional shares on the Diamond Series A Preferred Stock. (iii) There are no voting trusts or other agreements or understandings to which Diamond or any of MAMP Common Stock, shares its subsidiaries is a party with respect to the voting of Preferred Stock the capital stock or other equity securities interest of Diamond or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or its subsidiaries. Neither Diamond nor any of the MAMP Subsidiaries its subsidiaries has granted any preemptive rights, anti-dilutive rights or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right rights of first refusal, arrangement registration rights or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary similar rights with respect to repurchase, redeem or otherwise acquire any its shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiariesthat are in effect. (div) MAMP does not have a “poison pill” or similar stockholder rights plan. (eNo consent of the holders of the Diamond Series A Preferred Stock is required to effectuate the conversion of the Diamond Series A Preferred Stock pursuant to Section 3.1(a)(ii) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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)transactions contemplated under this Agreement.

Capital Structure. (ai) The authorized capital stock of MAMP FoxHollow consists of 50,000,000 shares of MAMP FoxHollow Common Stock, 1,000,000 shares of and 5,000,000 preferred stockshares, $0.01 par value $0.001 per share (the “Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C FoxHollow Preferred Stock”). As of the date close of this Agreementbusiness on July 18, 2007, (iA) 2,610,568 29,658,753 shares of MAMP FoxHollow Common Stock were issued and outstanding, (iiB) 500 no shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP FoxHollow Common Stock were held by FoxHollow in its treasury, (C) no shares of FoxHollow Common Stock were held by FoxHollow’s Subsidiaries, (D) no shares of FoxHollow Common Stock remain reserved for issuance pursuant to FoxHollow Stock Awards outstanding MAMP Optionson such date (other than 33,531 shares of unvested restricted stock, 179,375 shares to be issued upon the vesting of restricted stock units and FoxHollow Options outstanding on such date as set forth in clause (E) of this paragraph) and (E) 3,794,123 shares of FoxHollow Common Stock were subject to outstanding and unexercised FoxHollow Options with a weighted average exercise price of $24.72 per share. All As of the date hereof, no shares of FoxHollow Preferred Stock are issued and outstanding or reserved for issuance and no shares of the capital stock FoxHollow Preferred Stock are held by FoxHollow in its treasury. All outstanding shares of MAMP FoxHollow Common Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and, except as set forth in the DGCL, non-assessable and nonassessable, and no class of capital stock is entitled are not subject to preemptive rights. All . (ii) No outstanding warrants to purchase shares of FoxHollow Common Stock reserved or FoxHollow Preferred Stock are issued or outstanding. (iii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders may vote (“Voting Debt”) of FoxHollow are issued or outstanding. (iv) Except for issuance as noted above shall be(A) this Agreement, when (B) outstanding FoxHollow Stock Awards specified in paragraph (i) above, (C) options granted pursuant to the FoxHollow ESPP and (D) agreements entered into and securities and other instruments issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of after the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except Agreement as indicated on Schedule 2.1(d) as owned permitted by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c)Section 4.1, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind character to which MAMP FoxHollow or any MAMP Subsidiary of FoxHollow is a party or by which any of them is bound, obligating MAMP it or any MAMP such Subsidiary is bound obligating FoxHollow or any Subsidiary of FoxHollow to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom capital stock or other contractual any Voting Debt or stock appreciation rights the value of which is determined in whole FoxHollow or in part by the value of any equity security Subsidiary of MAMP FoxHollow or obligating FoxHollow or any Subsidiary of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary FoxHollow to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except in accordance with the terms of FoxHollow Stock Awards, agreement, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP FoxHollow or any MAMP Subsidiary of its Subsidiaries (x) to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP FoxHollow or any of its Subsidiaries, or (y) pursuant to which FoxHollow or any of its Subsidiaries is or could be required to register shares of FoxHollow Common Stock or other securities under the MAMP SubsidiariesSecurities Act of 1933, as amended (the “Securities Act”), except any such contractual obligations entered into after the date hereof as permitted by Section 4.1. (dv) MAMP does Since July 18, 2007, except as permitted by Section 4.1, FoxHollow has not have a “poison pill” (A) issued or similar stockholder permitted to be issued any shares of capital stock, stock appreciation rights plan. (e) Except or securities exercisable or exchangeable for or convertible into shares of capital stock of FoxHollow or any of its Subsidiaries, other than pursuant to and as set forth on Schedule 2.5(e), all dividends or distributions on required by the MAMP Common terms of FoxHollow Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP Subsidiary which have been authorized or declared Awards granted prior to the date hereof have been paid (or awards granted after the date hereof in full compliance with Sections 4.1(c) and 4.1(k)); (except B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more FoxHollow Subsidiaries, any shares of capital stock of FoxHollow or any of its Subsidiaries other than pursuant to the extent terms of FoxHollow Stock Awards; or (C) declared, set aside, made or paid to the stockholders of FoxHollow dividends or other distributions on the outstanding shares of capital stock of FoxHollow. (vi) Prior to the Effective Time, FoxHollow shall take all necessary and appropriate actions so that all outstanding purchase rights under FoxHollow’s 2004 Employee Stock Purchase Plan (the “FoxHollow ESPP”) shall automatically be exercised, in accordance with the terms of the FoxHollow ESPP, immediately prior to the Effective Time. Prior to the Effective Time, FoxHollow shall take all necessary and appropriate actions so that the FoxHollow ESPP shall terminate with such dividends have been publicly announced purchase, and are not yet due no further purchase rights shall be granted under the FoxHollow ESPP thereafter. Effective as of the date hereof, the FoxHollow ESPP administrator shall take all necessary action to disallow any new plan participants from enrolling in the FoxHollow ESPP and payable)any increases in the number of payroll deductions or payroll deduction rate that may be made by FoxHollow ESPP participants from the date hereof through the Effective Time.

Capital Structure. (a) The authorized capital stock of MAMP the Company consists of 50,000,000 28,000,000 shares of MAMP Company Common Stock, 1,000,000 Stock and 2,000,000 shares of preferred stock, $0.01 0.02 par value per share (“Preferred Stock”). At the close of business on February 15, of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share 2017 (the “Series A Preferred StockCutoff Date”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, (i) 2,610,568 13,179,190 shares of MAMP Company Common Stock and no shares of Preferred Stock were issued and outstanding, (ii) 500 zero shares of Series A Preferred Company Common Stock were issued and outstandingheld in treasury, (iii) zero no shares of Series B Preferred Stock were issued and outstandingheld in treasury or owned by a Subsidiary of the Company, (iv) zero shares of Series C Preferred Stock (A) (I) 423,886 Restricted Shares were issued and outstanding and (vwhich number is not included as outstanding in clause (i)), (II) 70,000 28,337 RSUs were outstanding (which number is not included as outstanding in clause (i)), (B) zero shares of MAMP Company Common Stock were reserved for issuance pursuant to outstanding MAMP Optionsunder the LMI Aerospace, Inc. 2005 Long-Term Incentive Plan, as amended, and (C) 411,898 shares of Company Common Stock were reserved for issuance under the LMI Aerospace, Inc. 2015 Incentive Compensation Plan. All issued and outstanding shares of the capital stock of MAMP are duly authorized, validly issued, fully paid Company Common Stock and nonassessable, and no class of capital stock is entitled to preemptive rights. All all shares of Company Common Stock reserved for issuance as noted above shall bein clause (iv) of the preceding sentence, when issued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and non-assessable, and free of preemptive pre-emptive or similar rights. Schedule 2.5(a) sets forth a true, complete and correct list, as issued in all material respects in accordance with the registration and qualification provisions of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person applicable securities Law or pursuant to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvestedvalid exemptions therefrom. (b) All equity interests in each Section 4.02(b) of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except Company Disclosure Schedule sets forth the aggregate Company Equity Awards outstanding as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued Cutoff Date, including the Company Incentive Plan under which each such Company Equity Award was granted, the type of Company Equity Award and outstanding ownership interests the vesting status of each such Company Equity Award. No outstanding award of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear Restricted Shares or RSUs was made pursuant to a form of all Liens, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating award agreement that differs materially from those made available to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestsParent. (c) Except as set forth on in Section 4.02(c) of the Company Disclosure Schedule 2.5(c)and except for any obligations pursuant to this Agreement or as set forth in subsections (a) and (b) above, (i) the Company does not have any shares of its capital stock issued, outstanding or reserved for issuance and (ii) there are no securitiesoutstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, “phantom” stock rights, commitmentsstock appreciation rights, stock-based performance units, profits interests or other similar rights, agreements, rights of first refusalContracts, arrangements undertakings or undertakings commitments of any kind relating to capital stock or other equity or voting interests of the Company to which MAMP or any MAMP Subsidiary the Company is a party or by which any of them is bound, otherwise obligating MAMP or any MAMP Subsidiary the Company to (A) issue, deliver transfer or sell or create, or cause to be issued, delivered or sold or created, additional any shares of MAMP Common Stock, shares of Preferred Stock capital stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any voting interests of the MAMP Subsidiaries Company or obligating MAMP securities convertible into or any MAMP Subsidiary to issueexchangeable for such shares or equity or voting interests, (B) grant, extend or enter into any such securitysubscription, option, warrant, call, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, profits interests or other similar right, commitment, agreement, right of first refusalContract, arrangement undertaking or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to arrangement, (C) redeem, repurchase, redeem or otherwise acquire any such shares of MAMP Common Stock, shares of Preferred Stock, capital stock or other equity securities or voting interests or (D) pay dividends or distributions to any Person in respect of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge shares of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any other equity or voting interests of the MAMP SubsidiariesCompany. (d) MAMP does not The Company has no Indebtedness or other obligations, the holders of which have a “poison pill” the right to vote (or similar stockholder rights planwhich are convertible into or exchangeable or exercisable for securities having the right to vote) with the shareholders of the Company or any of its Subsidiaries on any matter. (e) Except as set forth on Schedule 2.5(e)disclosed in Section 4.02(e) of the Company Disclosure Schedule, all dividends there are no shareholder agreements, registration rights agreements, voting trusts or distributions on other agreements or understandings to which the MAMP Common Stock or Company is a party or, to the Preferred Stock and Knowledge of the Company, among any dividends or distributions on any security holders of the Company with respect to securities of any MAMP Subsidiary which have been authorized or declared prior the Company, with respect to the date hereof have been paid in full (except to voting or registration of the extent such dividends have been publicly announced and are not yet due and payable)capital stock or other voting or equity interest of the Company or any preemptive rights with respect thereto.

Capital Structure. (ai) The authorized capital stock of MAMP BBCN consists of 50,000,000 150,000,000 shares of MAMP common stock, par value $0.001 per share (the “BBCN Common Stock”), 1,000,000 and 10,000,000 shares of preferred stock, $0.01 par value per share $0.001 (the “Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C BBCN Preferred Stock”). As of the date close of this Agreementbusiness on December 1, 2015, (iA) 2,610,568 79,556,621 shares of MAMP BBCN Common Stock Stock, including 440,047 BBCN Restricted Shares, were issued and outstanding, (ii) 500 19,276 shares of Series A BBCN Common Stock were reserved for issuance upon the exercise of the U.S. Treasury Department’s warrant under its TARP Capital Purchase Program (“BBCN TARP Warrant”) and 2,906,998 shares of BBCN Common Stock were reserved for issuance upon exercise of stock options, stock appreciation rights, restricted stock, performance shares, performance units or other awards under the Amended and Restated ▇▇▇▇ ▇▇▇▇ Equity Incentive Plan and the 2006 Stock Incentive Plan (jointly, the “BBCN Stock Plans”), and no shares of BBCN Common Stock were held by BBCN in its treasury or by its Subsidiaries; and (B) no shares of BBCN Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued and outstanding shares of the capital stock of MAMP BBCN Common Stock and BBCN Preferred Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable, non-assessable and no class the issuance of capital stock is entitled none of such shares was subject to preemptive rights. All The shares of BBCN Common Stock reserved for issuance to be issued pursuant to or as noted above specifically contemplated by this Agreement shall behave been duly authorized as of the Effective Time and, if and when issued in accordance with the respective terms thereofhereof, duly authorized, shall be validly issued, fully paid and non-assessable, assessable and free the issuance of none of such shares was or shall be subject to preemptive rights. . (ii) Set forth in Section 4.2(b)(ii) of the BBCN Disclosure Schedule 2.5(a) sets forth is a true, correct and complete list of all outstanding bonds, debentures, notes, trust preferred securities or other similar obligations that BBCN or any of its Subsidiaries has issued. Except as set forth in Section 4.2(b)(ii) of the BBCN Disclosure Schedule, no Voting Debt of BBCN or any BBCN Subsidiary is issued or outstanding. All outstanding bonds, debentures, notes, trust preferred securities or other similar obligations of BBCN or any of its Subsidiaries were issued in compliance in all material respects with all Applicable Legal Requirements. Except as set forth in Section 4.2(b)(ii) of the BBCN Disclosure Schedule or otherwise in this Section 4.2(b), no BBCN Subsidiary has issued securities held by any entity other than BBCN or a BBCN Subsidiary. (iii) Except for (A) this Agreement, (B) the BBCN TARP Warrant, (C) BBCN Stock Options and restricted and performance units issued under the BBCN Stock Plans, which represented, as of December 1, 2015, the right to acquire (in the case of BBCN Stock Options) or to receive the value of (in the case of restricted and performance units) up to an aggregate of, respectively, 324,143 and 126,049 shares of BBCN Common Stock, and (D) agreements entered into and securities and other instruments issued after the date of this Agreement to the extent permitted by Section 5.2, there are no options, warrants, calls, rights, commitments or agreements of any character to which BBCN or any Subsidiary of BBCN is a party or by which it or any such Subsidiary is bound obligating BBCN or any Subsidiary of BBCN to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or any Voting Debt or stock appreciation rights of BBCN or of any Subsidiary of BBCN or obligating BBCN or any Subsidiary of BBCN to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of BBCN or any of its Subsidiaries (A) to repurchase, redeem or otherwise acquire any shares of capital stock of BBCN or any of its Subsidiaries or (B) except as set forth in Section 4.2(b)(iii) of the BBCN Disclosure Schedule, pursuant to which BBCN or any of its Subsidiaries is or could be required to register shares of BBCN Common Stock, BBCN Preferred Stock or other securities under the Securities Act, except any such contractual obligations entered into after the date hereof to the extent permitted by Section 5.2. (iv) Since December 31, 2014, except as set forth in Section 4.2(b)(iv) of the BBCN Disclosure Schedule and except to the extent permitted by Section 5.2, BBCN has not (A) issued any shares of capital stock or securities exercisable or exchangeable for or convertible into shares of capital stock of BBCN or any of its Subsidiaries, other than pursuant to and as required by the terms of the BBCN Stock Plans and any employee stock options and other awards issued under the BBCN Stock Plans prior to the date hereof (or issued after the date hereof in compliance with Sections 5.2(c) and 5.2(k)); (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more BBCN Subsidiaries, any shares of capital stock of BBCN or any of its Subsidiaries; or (C) declared, set aside, made or paid to the stockholders of BBCN dividends or other distributions on the outstanding shares of capital stock of BBCN. (v) Set forth in Section 4.2(b)(v) of the BBCN Disclosure Schedule is a true, correct and complete list of all equity securities that BBCN or any of its Subsidiaries owns, controls or holds for its own account, and neither BBCN nor any of its Subsidiaries owns more than 4.9% of a class of voting securities of, or otherwise controls, any Person other than BBCN Bank, in the case of BBCN. (vi) Set forth in Section 4.2(b)(vi) of the BBCN Disclosure Schedule is a true, correct and complete list, as of the date of this Agreement, of the all outstanding MAMP OptionsBBCN Stock Options and BBCN Restricted Shares and for each such BBCN Stock Option and BBCN Restricted Share, including the name of the Person to whom such MAMP Options have been granted and other right, (and the current holder of the MAMP Options if different than the grantee), i) the number of shares of MAMP BBCN Common Stock subject thereto, (ii) the terms of vesting (including the extent to which it shall become accelerated as a result of the Merger) and vested status, (iii) the grant and expiration dates, if applicable, (iv) the exercise price, if applicable, (v) the name of the holder thereof, (vi) for each such MAMP BBCN Stock Option, whether such BBCN Stock Option is intended to be an “incentive stock option” as defined in Section 422 of the grant dateCode, the expiration date a non-qualified stock option or otherwise, and exercise price (v) for each such MAMP Restricted Share, whether BBCN has received a copy of an election made under Section 83(b) of the Code, which, if applicable, was, to the knowledge of BBCN, validly made and filed with the IRS in a timely fashion. No BBCN Stock Option (whether or not currently outstanding) is, or has been, subject to Section 409A of the Code and whether such MAMP Option is vested or unvestedthe regulations promulgated thereunder. (bvii) All equity interests With respect to the BBCN Stock Options, each such grant was made in each accordance with the terms of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized BBCN Stock Plans and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third partyall Applicable Legal Requirements, MAMP owns, directly or indirectly, including valid exemptions from registration under the Securities Act and all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and there are no existing options, warrants, calls, subscriptions, convertible other applicable securities or other securities, agreements, commitments or obligations of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestslaws. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The authorized capital stock of MAMP Post consists of 50,000,000 100,000,000 shares of MAMP Post Common Stock, 1,000,000 Stock and 20,000,000 shares of preferred stock, $0.01 par value $.01 per share (“Post Preferred Stock”), of which 20,000 1,150,000 shares are designated as 8 1⁄2% Series A preferred stock, Cumulative Redeemable Preferred Shares with a liquidation preference of $0.01 par value 50 per share (“Post Series A Preferred Stock”). At the close of business on August 12, 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement2016, (i) 2,610,568 53,506,370.0653 shares of MAMP Post Common Stock were issued and outstanding, (ii) 500 867,846 shares of Post Series A Preferred Stock were issued and outstanding and no other shares of Post Preferred Stock were issued or outstanding, (iii) zero 159,210 shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Post Common Stock were reserved for issuance pursuant to the terms of outstanding MAMP Optionsoptions granted pursuant to the Post Equity Incentive Plans and (iv) 113,064 shares of Post Common Stock were reserved for issuance upon redemption of Post OP Units. All issued and outstanding shares of the capital stock of MAMP Post are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free no class of capital stock is entitled to preemptive rights. Schedule 2.5(aThere are no outstanding bonds, debentures, notes or other Indebtedness of Post 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 Post Common Stock may vote. Section 4.3(a) of the Post Disclosure Letter sets forth a true, complete and correct list, as of the date of this Agreement, of the total number of outstanding MAMP Options, including Post Options under the name of the Person to whom such MAMP Options have been granted (Post Equity Incentive Plans and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Post Common Stock subject to each such MAMP outstanding Post Option, the exercise price, and the grant date, . There are no other rights to purchase or receive shares of Post Common Stock granted under the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested Post Equity Incentive Plans or unvestedotherwise other than the Post Options. (b) All of the outstanding shares of capital stock of each of the Post Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the MAMP Post Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Post Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as indicated on Schedule 2.1(dset forth in Section 4.3(b) as owned by a third partyof the Post Disclosure Letter, MAMP Post owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the MAMP Post Subsidiaries set forth on Schedule 2.1(d)owned by Post or a Post Subsidiary, free and clear of all Liens (other than Post Permitted Liens), and except as set forth in the Post LP Agreement, there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any MAMP Post Subsidiary owned by Post or a Post Subsidiary or which would require any MAMP Post Subsidiary to issue or sell any shares of such Post Subsidiary capital stock, ownership interests or securities convertible into or exchangeable for shares of such MAMP Post Subsidiary capital stock or ownership interests. (c) Except for shares of Post Common Stock subject to Post Restricted Stock Awards, rights under the Post Equity Incentive Plans or as set forth on Schedule 2.5(c)in this Section 4.3 or in Section 4.3(c) of the Post 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 MAMP Post or any MAMP Post Subsidiary is a party or by which any of them is bound, obligating MAMP Post or any MAMP Post Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Post Common Stock, shares of Post Preferred Stock (including shares of Post Series A Preferred Stock) or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP Post or any of the MAMP Post Subsidiaries or obligating MAMP Post or any MAMP Post Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There Except as set forth in Section 4.3(c) of the Post Disclosure Letter, there are no outstanding contractual obligations of MAMP Post or any MAMP Post Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Post Common Stock, shares of Post Preferred Stock (including shares of Post Series A Preferred Stock), or other equity securities of MAMP Post or any MAMP Post Subsidiary. Neither MAMP Post nor any MAMP Post Subsidiary is a party to or, to the Knowledge of MAMPPost, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP Post or any of the MAMP Post Subsidiaries. At the close of business on August 12, 2016, (i) 1,010,838.70 shares of Post Common Stock were available for grant under the Post Equity Incentive Plans (excluding any securities reflected in Section 4.3(a)(iii)) and (ii) 1,817,490 shares of Post Common Stock were reserved for issuance under the Post ESPP and Post’s Dividend Reinvestment Stock Purchase Plan (the “Post DRIP”). (d) MAMP Post does not have a “poison pill” or similar stockholder shareholder rights plan. (e) Except as set forth on Schedule 2.5(e)in Section 4.3(e) of the Post Disclosure Letter, all neither Post nor any Post Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (f) All dividends or distributions on the MAMP Post Common Stock or Stock, the Post Series A Preferred Stock and any material dividends or distributions on any securities of any MAMP Post 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). (g) Post GP is the sole general partner of Post LP and Post GP owns, directly or indirectly, all of the general partner interests in Post LP. (h) As of the date of this Agreement, Post has not released any Third Party from (or waived the provisions of) any standstill agreement in the last two years. (i) Section 4.3(i) of the Post Disclosure Letter sets forth, as of the date hereof, the name of, and the number and class of limited partnership interests held by, each partner in Post LP.

Capital Structure. (a) The authorized capital stock of MAMP SOR II consists of 50,000,000 1,010,000,000 shares of MAMP Common Stock, 1,000,000 shares of preferred capital stock, of which (x) 1,000,000,000 shares are designated as common stock with par value of $0.01 par value per share (“Preferred SOR II Common Stock”), of which 20,000 500,000,000 shares are designated classified as Series Class A preferred stock, $0.01 par value per share common stock (“Series SOR II Class A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Common Stock”), and 10,000 500,000,000 shares are classified as Class T common stock (“SOR II Class T Common Stock”), and (y) 10,000,000 shares are designated as Series C preferred stock, stock with a par value of $0.01 par value per share (“Series C SOR II Preferred Stock”). As of the date of this Agreement, (i) 2,610,568 17,842,301 shares of MAMP the SOR II Class A Common Stock were issued and outstanding, (ii) 500 12,222,529 shares of Series A Preferred the SOR II Class T Common Stock were issued and outstanding, (iii) zero no shares of Series B SOR II Preferred Stock were issued and outstanding, and (iv) zero no shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP SOR II Common Stock were reserved for issuance pursuant to outstanding MAMP Optionsupon redemption of partnership interests of the SOR II Operating Partnership. All issued and of the outstanding shares of the capital stock of MAMP SOR II are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with applicable securities Laws. There is no other outstanding capital stock of SOR II. (b) As of the date of this Agreement, all of the partnership interests of the SOR II Operating Partnership were held by SOR II or a Wholly Owned SOR II Subsidiary, free and clear of all Liens other than Permitted Liens and free of preemptive rights. All of the partnership interests of the SOR II Operating Partnership are duly authorized and validly issued and were issued in compliance with applicable securities Laws. (c) All of the outstanding shares of capital stock of each of the SOR II Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP SOR II Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the SOR II Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as indicated set forth on Schedule 2.1(dSection 4.1(c) as owned by a third partyof the SOR II Disclosure Letter, MAMP SOR II or the SOR II Operating Partnership owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d)SOR II Subsidiaries, free and clear of all Liens, other than Permitted Liens, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations free of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestspreemptive rights. (cd) Except as set forth on Schedule 2.5(c), there There are no securitiesbonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) of SOR II or any SOR II Subsidiary issued and outstanding (“SOR II Voting Debt”). There are no outstanding subscriptions, securities options, warrants, calls, rights, commitmentsprofits interests, agreementsstock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusalrefusal or other similar rights, arrangements agreements, arrangements, undertakings or undertakings commitments of any kind to which MAMP SOR II or any MAMP Subsidiary of the SOR II Subsidiaries is a party or by which any of them is bound, bound obligating MAMP SOR II or any MAMP Subsidiary of the SOR II Subsidiaries to (i) issue, deliver transfer or sell or create, or cause to be issued, delivered transferred or sold or created, created any additional shares of MAMP Common Stock, shares of Preferred Stock capital stock or other equity securities interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP SOR II or any of the MAMP Subsidiaries SOR II Subsidiary or obligating MAMP securities convertible into or any MAMP Subsidiary to exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such securitysubscriptions, optionoptions, warrantwarrants, callcalls, rightrights, commitmentprofits interests, agreementstock appreciation rights, right of first refusalphantom stock, arrangement convertible securities or undertaking. There are no outstanding contractual obligations of MAMP other similar rights, agreements, arrangements, undertakings or any MAMP Subsidiary to repurchasecommitments or (iii) except as provided under the SOR II SRP, redeem redeem, repurchase or otherwise acquire any such shares of MAMP Common Stockcapital stock, shares of Preferred Stock, SOR II Voting Debt or other equity securities of MAMP or any MAMP Subsidiary. interests. (e) Neither MAMP SOR II nor any MAMP SOR II Subsidiary is a party to or, to the Knowledge of MAMP, or bound by any agreements or understandings Contracts concerning the voting (including voting trusts and proxies) of any capital stock of MAMP SOR II or any of the MAMP SOR II Subsidiaries. Neither SOR II nor any SOR II Subsidiary has granted any registration rights on any of its capital stock other than as set forth in Section 4.4(e) of the SOR II Disclosure Letter. No SOR II Common Stock is owned by any SOR II Subsidiary. (df) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all All dividends or other distributions on the MAMP shares of SOR II Common Stock or partnership interests of the Preferred Stock SOR II Operating Partnership and any material dividends or other distributions on any securities of any MAMP SOR II 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. (ai) The authorized capital stock of MAMP Seller consists of 50,000,000 4,500,000 shares of MAMP Seller Common Stock and 100,000 shares of preferred stock of Seller, par value $0.01 per share ("Seller Preferred Stock"). As of the date of this Agreement: (A) 2,228,739 shares of Seller Common Stock were issued and outstanding, (B) no shares of Seller Preferred Stock were issued and outstanding, (C) no shares of Seller Preferred Stock were reserved for issuance, (D) no shares of Seller Common Stock were reserved for issuance except 357,075 shares of Seller Common Stock were reserved for issuance pursuant to Seller Stock Option Plan and 28,925 Shares of Seller Common Stock were reserved for issuance under the MRP, and (E) 1,342,011 shares of Seller Common Stock were held by Seller in its treasury or by its Subsidiaries. All outstanding shares of Seller Common Stock are validly issued, fully paid and nonassessable and not subject to any preemptive rights and, with respect to shares held by Seller in its treasury or by its Subsidiaries, are free and clear of all liens, claims, encumbrances or restrictions (other than those imposed by applicable federal and state securities laws) and there are no agreements or understandings with respect to the voting or disposition of any such shares. The Disclosure Letter sets forth a complete and accurate list of all options to purchase Seller Common Stock that have been granted and are outstanding pursuant to the Seller Option Plan and all restricted stock grants under Seller's MRP including the dates of grant, exercise prices, dates of vesting, dates of termination and shares subject to each grant. Seller has not, since September 30, 2000 adopted or modified the terms of any stock option plan or restricted stock or phantom stock plan or any grants under the Seller Option Plan. The authorized capital stock of the Association consists of 4,500,000 shares of common stock, par value $0.01 per share (the "Association Common Stock"), 1,000,000 and 100,000 shares of preferred stock, par value $0.01 par value per share (“the "Association Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”"). As of the date of this Agreement, (i) 2,610,568 3,570,750 shares of MAMP the Association Common Stock were issued and outstanding, (ii) 500 no shares of Series A the Association Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued and all outstanding shares of the capital stock Association Common Stock were, and as of MAMP the Effective Time will be, owned by Seller. All of the outstanding shares of the Association Common Stock are duly authorized, validly issued, fully paid and nonassessable. (ii) No bonds, and no class debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when Seller may vote are issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(aor outstanding. (iii) sets forth a true, complete and correct list, as As of the date of this Agreement and, except for this Agreement, Seller Option Agreement, Seller Option Plan and MRP, neither Seller nor any of the its Subsidiaries has or is bound by any outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitmentsconvertible securities, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind to which MAMP character obligating Seller or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, any additional shares of MAMP Common Stock, shares capital stock of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP Seller or any of the MAMP its Subsidiaries or obligating MAMP Seller or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, right of first refusalexcept as provided in the Yonkers Financial Corporation Employee Stock Ownership Plan (the "ESOP"), arrangement or undertaking. There and the options issued under the Seller Option Plan, there are no outstanding contractual obligations of MAMP Seller or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP Seller or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP Momentive consists of 50,000,000 10,000,000 shares of MAMP Momentive Common Stock, Stock and 1,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Momentive Preferred Stock”). As of the date close of this Agreementbusiness on September 8, 2010, (iA) 2,610,568 5,124,876 shares of MAMP Momentive Common Stock were issued and outstanding(including shares held in treasury), (ii) 500 247,853 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Momentive Common Stock were reserved for issuance upon the exercise or payment of outstanding stock options, stock units or other awards or pursuant to outstanding MAMP OptionsMomentive’s 2007 Long-Term Incentive Plan (the “Momentive Incentive Plan”), and no shares of Momentive Common Stock were held by Momentive in its treasury or by its Subsidiaries; (B) 500 shares of Momentive Preferred Stock were outstanding, consisting of 500 shares of 13% Series A Cumulative Preferred Stock issued pursuant to the Certificate of Designations, Preferences and Other Rights of 13% Series A Cumulative Preferred Stock, dated as of November 28, 2006; and (C) warrants to purchase up to 155,722 shares of Momentive Common Stock (the “Momentive Warrants”) were outstanding. All issued and outstanding shares of the capital stock of MAMP Momentive Common Stock and Momentive Preferred Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and nonassessable, non-assessable and no class of capital stock is entitled not subject to preemptive rights. All The shares of Momentive Common Stock reserved for issuance as noted above shall bethat may be issued pursuant to the Momentive Incentive Plan and the Momentive Warrants have been duly authorized and, if and when issued in accordance with pursuant to the respective terms thereof, duly authorized, will be validly issued, fully paid and non-assessable, assessable and free of not subject to preemptive rights. Schedule 2.5(aNo Subsidiary of Momentive owns or holds any Momentive Common Stock or Momentive Preferred Stock. (ii) sets forth a trueNo Voting Debt of Momentive is issued or outstanding. (iii) Except for (A) this Agreement, complete and correct list(B) options or awards issued under the Momentive Incentive Plan, which represented, as of the date of this AgreementSeptember 8, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee)2010, the number right to acquire up to an aggregate of 247,853 shares of MAMP Momentive Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all LiensStock, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to (C) the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c)Momentive Warrants, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind character to which MAMP Momentive or any MAMP Subsidiary of Momentive is a party or by which any of them is bound, obligating MAMP it or any MAMP such Subsidiary is bound obligating Momentive or any Subsidiary of Momentive to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom capital stock or other contractual any Voting Debt or stock appreciation rights the value of which is determined in whole Momentive or in part by the value of any equity security Subsidiary of MAMP Momentive or obligating Momentive or any Subsidiary of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary Momentive to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP Momentive or any MAMP Subsidiary of its Subsidiaries (I) to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP Momentive or any of its Subsidiaries, other than the MAMP SubsidiariesMomentive Incentive Plan, or (II) pursuant to which Momentive or any of its Subsidiaries is or could be required to register shares of Momentive Common Stock or other securities under the Securities Act except that certain Amended and Restated Securityholders Agreement, dated as of March 5, 2007, by and among Momentive and the other parties named therein. (div) MAMP does Since September 8, 2010, Momentive has not have a “poison pill” (A) issued or similar stockholder permitted to be issued any shares of capital stock, stock appreciation rights planor securities exercisable or exchangeable for or convertible into shares of capital stock of Momentive or any of its Subsidiaries, other than pursuant to and as required by the terms of the Momentive Incentive Plan and any employee stock options and other awards issued under the Momentive Incentive Plan prior to September 8, 2010; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Momentive Subsidiaries, any shares of capital stock of Momentive or any of its Subsidiaries; or (C) declared, set aside, made or paid to the stockholders of Momentive dividends or other distributions on the outstanding shares of capital stock of Momentive, other than cash dividends on the Momentive Preferred Stock as required by the terms of such preferred stock as in effect on the date hereof. (ev) Except as set forth on Schedule 2.5(e), all dividends or distributions on Any units issued by ▇▇▇▇▇ ▇▇ in connection with the MAMP Common Stock Momentive Merger or the Preferred Stock Holdco Merger will be validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any dividends purchase option, call option, right of first refusal, preemptive right, subscription right or distributions on any securities similar right and shall be free and clear of any MAMP 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 liens and are not yet due and payable)encumbrances.

Capital Structure. (ai) The authorized capital stock of MAMP EchoStar (the “EchoStar Shares”) consists of 50,000,000 (i) 1,600,000,000 shares of MAMP Common Stock, 1,000,000 shares of preferred Class A common stock, $0.01 par value $0.001 per share share, of EchoStar (the “Preferred Class A Common Stock”), of which 20,000 42,712,196 shares are designated were outstanding as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date close of this Agreementbusiness on December 31, (i) 2,610,568 shares of MAMP Common Stock were issued and outstanding2013, (ii) 500 800,000,000 shares of Series A Preferred Stock Class B common stock, par value $0.001 per share, of which 47,687,039 shares were issued and outstandingoutstanding as of the close of business on December 31, 2013, (iii) zero 800,000,000 shares of Series B Preferred Stock were issued and outstandingClass C common stock, par value $0.001 per share, of which no share was outstanding as of the close of business on December 31, 2013, (iv) zero 800,000,000 shares of Series C Preferred Stock were issued and Class D common stock, par value $0.001 per share, of which no share was outstanding as of the close of business on December 31, 2013 and (v) 70,000 20,000,000 shares of MAMP Common Stock were reserved for issuance pursuant to preferred stock, par value $0.001 per share, of which no share was outstanding MAMP Optionsas of the close of business on December 31, 2013. All issued and outstanding shares of the capital stock of MAMP outstanding EchoStar Shares have been duly authorized and are duly authorized, validly issued, fully paid and nonassessable. EchoStar does not have outstanding any bonds, and no class 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 EchoStar on any matter. (ii) The authorized capital stock is entitled to preemptive rightsof HSSC (the “HSSC Shares”) consists of 1,000,000 shares of common stock, par value $0.01 per share, of which 1,000 shares were outstanding as of the close of business on December 31, 2013 and all of which are held by EchoStar. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, outstanding HSSC Shares have been duly authorized, authorized and are validly issued, fully paid and non-assessablenonassessable and have not been issued in violation of any preemptive or similar rights. HSSC has no HSSC Shares reserved for issuance. 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 HSSC to issue or sell any shares of capital *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. stock or other securities of HSSC 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 HSSC, and free no securities or obligations evidencing such rights are authorized, issued or outstanding. HSSC does not have outstanding any bonds, debentures, notes or other obligations the holders of preemptive rights. Schedule 2.5(awhich have the right to vote (or convertible into or exercisable for securities having the right to vote) sets forth a true, complete and correct list, as with the stockholders of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvestedHSSC on any matter. (biii) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of Equity Interests in Merger Sub are, and prior to the MAMP Subsidiaries set forth on Schedule 2.1(d)Effective Time will be, free and clear of all Liensowned by EchoStar, and there are (i) no existing optionsother Equity Interests in Merger Sub, warrants, calls, subscriptions, (ii) no securities of Merger Sub convertible securities into or exchangeable for Equity Interests in Merger Sub and (iii) no options or other securitiesrights to acquire from Merger Sub, agreements, commitments or and no obligations of Merger Sub to issue, any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests Equity Interests, or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c)Equity Interests, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of in Merger Sub. Merger Sub has not conducted any kind to which MAMP or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP Subsidiary which have been authorized or declared business prior to the date hereof have been paid in full (except of this Agreement and has no, and prior to the extent such dividends Effective Time will have been publicly announced no, assets, liabilities or obligations of any nature other than those incident to its formation and are not yet due and payable)pursuant to this Agreement.

Capital Structure. (a) The authorized capital stock of MAMP consists Company is PhP130,000,000 consisting of 50,000,000 65,000,000 common shares of MAMP Common Stock, 1,000,000 shares of preferred stock, $0.01 with par value per share (“Preferred Stock”)of PhP2.00 each, as of which 20,000 shares 29,632,114 Common Shares are designated outstanding as Series A preferred stockof September 11, $0.01 par value per share (“Series A Preferred Stock”)2008, 10,000 shares which Common Shares outstanding include 10,552,196 Common Shares underlying outstanding American Depositary Shares. An additional 3,820,482 Common Shares are designated as Series B preferred stockissuable upon exercise of outstanding restricted stock units and options, $0.01 par value per share (“Series B Preferred Stock”)which represent the right to receive or purchase Common Shares. An additional 1,370,080 Common Shares are issuable upon exercise of outstanding restricted stock units and options, and 10,000 shares are designated as Series C preferred stockwhich represent the right to receive or purchase ADSs, $0.01 par value per share (“Series C Preferred Stock”)assuming the conversion of such ADSs into Common Shares. As Each ADS represents the right to receive one Common Share. All of the date of this Agreement, (i) 2,610,568 shares of MAMP Common Stock were issued and outstanding, (ii) 500 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding Shares have been duly authorized and (v) 70,000 shares are validly issued, fully paid, nonassessable and free of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Optionspreemptive rights. All issued and Each of the outstanding shares of the capital stock or other securities of MAMP are each of Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessablepaid, and no class of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, nonassessable and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete rights and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (is legally and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as beneficially owned by Company or a third party, MAMP owns, directly direct or indirectly, all indirect wholly-owned Subsidiary of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d)Company, free and clear of any mortgages, liens, pledges, charges, security interests, encumbrances or other adverse claims of any kind in respect of such property or asset (collectively, “Liens”). Included in Section 2.1(b) of the Company Disclosure Schedules is a correct and complete list, as of September 11, 2008, of all LiensCompany RSUs and all outstanding options or other rights to purchase or receive Shares granted under (i) Company’s Amended and Restated Key Employee Stock Option Plan and (ii) Company’s 2006 Stock Incentive Plan (collectively, the “Company Stock Plans”) or otherwise, and, for each such option or other right, the number of Common Shares subject thereto, the terms of vesting, the grant and there are expiration dates and exercise price thereof and the name of the holder thereof. All Company Options have an exercise price equal to no existing optionsless than the fair market value of the underlying Commons Shares on the date of grant. Since September 11, warrants2008, callsCompany has not issued any shares of its capital stock, subscriptions, convertible voting securities or other securitiesequity interests, agreements, commitments or obligations of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable or exercisable for such MAMP Subsidiary ownership any shares of its capital stock, voting securities or equity interests. (c) , other than pursuant to the outstanding options referred to above in this Section 2.1(b). Except as set forth on Schedule 2.5(cabove in this Section 2.1(b), there are no securitiesnot any shares of capital stock, voting securities or equity interests of Company issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, stock appreciation rights, commitmentsphantom stock, agreementsstock participation rights, rights of first refusalrights, arrangements commitments or undertakings agreements of any kind character providing for the issuance or sale of any shares of capital stock, voting securities or equity interests of Company or its Subsidiaries, including any representing the right to which MAMP purchase or otherwise receive any Shares, or any MAMP Subsidiary is a party or by which any of them is boundpreemptive rights, obligating MAMP or any MAMP redemption, repurchase or similar rights requiring the acquisition of Shares or shares or equity interest or any Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock Company. Company does not have any shareholder rights plan in effect. Company does not have outstanding any Contracts or other equity securities or phantom stock or other contractual rights obligations the value holders of which is determined in whole have the right to vote (or in part by convertible into or exercisable for securities having the value right to vote) with the shareholders of any equity security of MAMP Company or any of the MAMP Company’s Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP Subsidiary which have been authorized or declared prior to the date hereof have been paid in full matter (except to the extent such dividends have been publicly announced and are not yet due and payable“Voting Debt”).

Capital Structure. (ai) The authorized capital stock of MAMP JSB consists of 50,000,000 65,000,000 shares of MAMP JSB Common Stock, 1,000,000 Stock and 15,000,000 shares of preferred stock, $0.01 par value $.01 per share (“"JSB Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”"). As of the date of this Agreement, : (iA) 2,610,568 9,286,897 shares of MAMP JSB Common Stock were issued and outstanding, (iiB) 500 no shares of Series A JSB Preferred Stock were issued and outstanding, (iiiC) zero no shares of Series B Preferred JSB Common Stock were issued and outstandingreserved for issuance, (iv) zero except that 952,676 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP JSB Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued and outstanding the JSB Option Plans, which includes 810,676 shares reserved for issuance upon the exercise of options that have already been granted under the JSB Option Plans, plus 142,000 shares reserved for issuance upon the exercise of options that will be automatically granted pursuant to the terms of the JSB 1996 Option Plan as a result of the execution of this Agreement, (D) no shares of the JSB Preferred Stock were reserved for issuance and (E) 6,713,103 shares of JSB Common Stock were held by JSB in its treasury or by its Subsidiaries. The authorized capital stock of MAMP are duly authorizedJSB Bank consists of 40,000,000 shares of common stock, validly issued, fully paid and nonassessablepar value $1.00 per share, and no class of capital stock is entitled to preemptive rights. All 20,000,000 shares of Common Stock reserved for issuance as noted above shall bepreferred stock, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rightspar value $1.00 per share. Schedule 2.5(a) sets forth a true, complete and correct list, as As of the date of this Agreement, 1,000 shares of such common stock were outstanding, no shares of such preferred stock were outstanding and all outstanding shares of such common stock were, and as of the Effective Time will be, owned by JSB. All outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date capital stock of JSB and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company JSB Bank are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned , fully paid and nonassessable and not subject to any preemptive rights and, with respect to shares held by a third partyJSB in its treasury or by its Subsidiaries, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), are free and clear of all Liensclaims, liens, encumbrances or restrictions (other than those imposed by applicable federal or state securities laws) and there are no existing options, warrants, calls, subscriptions, convertible securities agreements or other securities, agreements, commitments understandings with respect to the voting or obligations disposition of any character relating such shares. JSB's Disclosure Letter sets forth a complete and accurate list of all outstanding options to purchase JSB Common Stock that have been granted pursuant to the outstanding securities JSB Option Plans, including the dates of any MAMP Subsidiary or which would require any MAMP Subsidiary grant, exercise prices, dates of vesting, dates of termination and shares subject to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestseach grant, and all options to purchase JSB Common Stock that will be automatically granted as a result of the execution of this Agreement. (cii) Except No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders may vote ("Voting Debt") of JSB are issued or outstanding. (iii) As of the date of this Agreement, except for this Agreement, the JSB Option Agreement, the JSB Option Plans and as set forth on Schedule 2.5(c)in JSB's Disclosure Letter, there are no securities, neither JSB nor any of its Subsidiaries has or is bound by any outstanding options, warrants, calls, rights, commitmentsconvertible securities, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind to which MAMP character obligating JSB or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, any additional shares of MAMP Common Stock, shares capital stock of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP JSB or any of the MAMP its Subsidiaries or obligating MAMP JSB or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP JSB or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP JSB or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP SCCB ----------------- consists of 50,000,000 1,400,000 shares of MAMP SCCB Common Stock, 1,000,000 par value $.01 per share, and 200,000 shares of preferred stock, $0.01 par value $.01 per share (“"SCCB Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”"). As of the date of this Agreement, (iA) 2,610,568 538,716 shares of MAMP SCCB Common Stock were issued and outstanding, (iiB) 500 no shares of Series A SCCB Preferred Stock were issued and outstanding, (iiiC) zero no shares of Series B Preferred SCCB Common Stock were issued and outstandingreserved for issuance, (iv) zero except that 31,211 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP SCCB Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued the SCCB 1994 Recognition and outstanding Retention Plan (" SCCB RRP") and 78,028 shares of SCCB Common Stock were reserved for issuance pursuant to the SCCB Option Plan and (D) 241,559 shares of SCCB Common Stock were held by SCCB in its treasury or by its Subsidiaries. The authorized capital stock of MAMP are duly authorizedSCCB Bank consists of 800,000 shares of common stock, validly issued, fully paid and nonassessablepar value $1.00 per share, and no class of capital stock is entitled to preemptive rights. All 200,000 shares of Common Stock reserved for issuance as noted above shall bepreferred stock, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rightspar value $1.00 per share. Schedule 2.5(a) sets forth a true, complete and correct list, as As of the date of this Agreement, 100 shares of such common stock were outstanding, no shares of such preferred stock were outstanding and all outstanding shares of such common stock were, and as of the Effective Time will be, owned by SCCB. All outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date capital stock of SCCB and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company SCCB Bank are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned , fully paid and nonassessable and not subject to any preemptive rights and, with respect to shares held by a third partySCCB in its treasury or by its Subsidiaries, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), are free and clear of all Liensliens, claims, encumbrances or restrictions (other than those imposed by applicable federal and state securities laws) and there are no existing options, warrants, calls, subscriptions, convertible securities agreements or other securities, agreements, commitments understandings with respect to the voting or obligations disposition of any character relating such shares. SCCB's Disclosure Letter sets forth a complete and accurate list of all options to purchase SCCB Common Stock that have been granted and are outstanding pursuant to the SCCB Option Plan and all outstanding securities restricted stock grants under the SCCB RRP, including the dates of any MAMP Subsidiary or which would require any MAMP Subsidiary grant, exercise prices, dates of vesting, dates of termination and shares subject to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestseach grant. (cii) Except No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders may vote ("Voting Debt") of SCCB are issued or outstanding. (iii) As of the date of this Agreement, except for this Agreement and as set forth on Schedule 2.5(c)in SCCB's Disclosure Letter, there are no securities, neither SCCB nor any of its Subsidiaries has or is bound by any outstanding options, warrants, calls, rights, commitmentsconvertible securities, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind to which MAMP character obligating SCCB or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, any additional shares of MAMP Common Stock, shares capital stock of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP SCCB or any of the MAMP its Subsidiaries or obligating MAMP SCCB or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP SCCB or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP SCCB or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP LISB consists of 50,000,000 130,000,000 shares of MAMP LISB Common Stock, 1,000,000 Stock and 5,000,000 shares of preferred stockstock of LISB, par value $0.01 par value per share share, (“the "LISB Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”"). As of the date of this Agreement, : (iA) 2,610,568 23,935,242 shares of MAMP LISB Common Stock were issued and outstanding, (iiB) 500 no shares of Series A LISB Preferred Stock were issued and outstanding, (iiiC) zero no shares of Series B Preferred LISB Common Stock were issued and outstanding, (iv) zero reserved for issuance except that 1,796,302 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP LISB Common Stock were reserved for issuance pursuant to the LISB Option Plans, (D) no shares of LISB Preferred Stock were reserved for issuance except pursuant to the LISB Rights Agreement, and (E) 2,881,222 shares of LISB Common Stock were held by LISB in its treasury or by its Subsidiaries. The authorized capital stock of LISB Bank consists of 45,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of the date of the Agreement, 1,000 shares of such common stock were outstanding, no shares of such preferred stock were outstanding MAMP Options. All issued and all outstanding shares of such common stock were, and as of the capital stock Effective Time will be, owned by LISB. All outstanding shares of MAMP LISB Common Stock are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock not subject to each such MAMP Optionany preemptive rights and, the grant datewith respect to shares held by LISB in its treasury or by its Subsidiaries, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liensliens, claims, encumbrances or restrictions (other than those imposed by applicable federal and state securities laws) and there are no existing options, warrants, calls, subscriptions, convertible securities agreements or other securities, agreements, commitments or obligations of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind understandings to which MAMP LISB or any MAMP Subsidiary its Subsidiaries is a party or by which any of them it is bound, obligating MAMP bound with respect to the voting or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value disposition of any equity security such shares. The Disclosure Letter sets forth a complete and accurate list of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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).options to

Capital Structure. (a) The authorized capital stock of MAMP STAR consists of 50,000,000 1,100,000,000 shares of MAMP Common Stock, 1,000,000 shares of preferred capital stock, of which 999,999,000 shares are designated as common stock with par value of $0.01 par value per share (“Preferred STAR Common Stock”), of which 20,000 1,000 shares are designated as Series A preferred stocknon-participating, non-voting convertible stock with par value of $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred STAR Convertible Stock”), and 10,000 100,000,000 shares are designated as Series C preferred stock, stock with a par value of $0.01 par value per share (“Series C STAR Preferred Stock”). As At the close of the date of this Agreementbusiness on August 1, 2019, (i) 2,610,568 52,229,664 shares of MAMP STAR Common Stock were issued and outstanding, (ii) 500 1,000 shares of Series A Preferred STAR Convertible Stock were issued and outstanding, (iii) zero no shares of Series B STAR Preferred Stock were issued and outstanding, (iv) zero 965,011 shares of Series C Preferred STAR Common Stock were issued and outstanding available for grant under the STAR Equity Incentive Plan, and (v) 70,000 no shares of MAMP STAR Common Stock were reserved for issuance pursuant to outstanding MAMP Optionsupon redemption of STAR OP Interests. All of the outstanding shares of capital stock of STAR are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with applicable securities Laws. Except as set forth in this Section 5.4, there is no other outstanding capital stock of STAR. (b) At the close of business on August 1, 2019, no STAR OP Interests were issued and outstanding, of which (i) no STAR OP Interests were held by limited partners other than STAR and (ii) no STAR OP Interests were issued and outstanding and were held by STAR Advisor through August 1, 2019. Section 5.4(b) of the STAR Disclosure Letter sets forth a list of all of the partners of STAR Operating Partnership as of the date hereof, together with the number of STAR OP Interests held by each such partner. All the STAR OP Interests held by STAR are directly owned by STAR or a Wholly Owned STAR Subsidiary, free and clear of all Liens other than Permitted Liens and free of preemptive rights. All of the STAR OP Interests are duly authorized and validly issued and were issued in compliance with applicable securities Laws. (c) All of the outstanding shares of the capital stock of MAMP each of the STAR Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP STAR Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(dAll shares of capital stock of (or other ownership interests in) as owned by a third partyeach of the STAR Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, MAMP upon issuance will be validly issued, fully paid and nonassessable. STAR or the STAR Operating Partnership owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d)STAR Subsidiaries, free and clear of all Liens, Liens other than Permitted Liens and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations free of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestspreemptive rights. (cd) There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) of STAR or any STAR Subsidiary issued and outstanding (“STAR Voting Debt”). Except as set forth on Schedule 2.5(c)in Section 5.4(d) of the STAR Disclosure Letter, there are no securitiesoutstanding subscriptions, securities options, warrants, calls, rights, commitmentsprofits interests, agreementsstock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusalrefusal or other similar rights, arrangements agreements, arrangements, undertakings or undertakings commitments of any kind to which MAMP STAR or any MAMP Subsidiary of the STAR Subsidiaries is a party or by which any of them is bound, bound obligating MAMP STAR or any MAMP Subsidiary of the STAR Subsidiaries to (i) issue, deliver transfer or sell or create, or cause to be issued, delivered transferred or sold or created, created any additional shares of MAMP Common Stock, shares of Preferred Stock capital stock or other equity securities interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP STAR or any of the MAMP Subsidiaries STAR Subsidiary or obligating MAMP securities convertible into or any MAMP Subsidiary to exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such securitysubscriptions, optionoptions, warrantwarrants, callcalls, rightrights, commitmentprofits interests, agreementstock appreciation rights, right of first refusalphantom stock, arrangement convertible securities or undertaking. There are no outstanding contractual obligations of MAMP other similar rights, agreements, arrangements, undertakings or any MAMP Subsidiary to repurchasecommitments or (iii) redeem, redeem repurchase or otherwise acquire any such shares of MAMP Common Stockcapital stock, shares of Preferred Stock, STAR Voting Debt or other equity securities of MAMP or any MAMP Subsidiary. interests. (e) Neither MAMP STAR nor any MAMP STAR Subsidiary is a party to or, to the Knowledge of MAMP, or bound by any agreements or understandings Contracts concerning the voting (including voting trusts and proxies) of any capital stock of MAMP STAR or any of the MAMP STAR Subsidiaries. Neither STAR nor any STAR Subsidiary has granted any registration rights on any of its capital stock other than as set forth in Section 5.4(e) of the STAR Disclosure Letter. No STAR Common Stock is owned by any STAR Subsidiary. (df) MAMP STAR does not have a “poison pill” or similar stockholder rights plan. (eg) Except as set forth on Schedule 2.5(e), all All dividends or other distributions on the MAMP shares of STAR Common Stock or the Preferred Stock STAR OP Interests and any material dividends or other distributions on any securities of any MAMP STAR 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. (a) The As of the date hereof, the authorized capital stock of MAMP Star consists of 50,000,000 200,000,000 shares of MAMP Star Common Stock, 1,000,000 shares of preferred stock, $0.01 0.001 par value per share (“and 30,000,000 shares of Star Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 0.001 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”)share. As of the date close of this Agreementbusiness on August 10, 2022 (the “Star Capitalization Date”), (i) 2,610,568 85,373,182 shares of MAMP Star Common Stock were issued and outstanding, (ii) 500 4,000,000 shares of Star Series A D Preferred Stock were issued and outstanding, (iii) zero 3,200,000 shares of Star Series B G Preferred Stock were issued and outstanding, (iv) zero 5,000,000 shares of Star Series C I Preferred Stock were issued and outstanding and outstanding, (v) 70,000 2,331,985 shares of MAMP Star Common Stock were reserved for issuance pursuant to outstanding MAMP Optionsunder the Star Equity Plans (including no shares underlying Star Restricted Stock Units) and (vi) no shares of Star capital stock were held by Subsidiaries of Star. All issued and the outstanding shares of the capital stock of MAMP are duly authorized, validly issued, fully paid Star Common Stock and nonassessableStar Preferred Stock are, and no class of capital stock is entitled to preemptive rights. All all shares of Star Common Stock reserved for issuance as noted above that may be issued prior to the Effective Time or in connection with the Merger pursuant to Section 2.1(a) shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, assessable and free of preemptive pre-emptive rights. Schedule 2.5(a. (b) sets Except as set forth a truein Section 4.2(a), complete and correct listexcept for the Star Convertible Notes, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options hereof: (i) Star does not have been granted (and the current holder of the MAMP Options if different than the grantee), the number of any shares of MAMP capital stock or other equity interests issued or outstanding other than shares of Star Common Stock subject to each such MAMP Optionthat have become outstanding after the Star Capitalization Date as a result of any conversion of any Star Convertible Notes, in accordance with the grant date, Star Convertible Notes Indenture and exchanges of Star Convertible Notes as reported in the expiration date Star SEC Documents and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (bii) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and there are no existing outstanding subscriptions, options, warrants, puts, calls, subscriptions, exchangeable or convertible securities or other securitiessimilar rights, agreements, agreements or commitments or obligations of any character relating to the outstanding securities issuance of capital stock or other equity interests to which Star or any MAMP Subsidiary of its Subsidiaries is a party or which would require otherwise bound obligating Star or any MAMP Subsidiary of its Subsidiaries to issue (A) issue, transfer or sell any ownership shares of capital stock or other equity interests of Star or any of its Subsidiaries or securities convertible into or exchangeable for such MAMP shares or equity interests (in each case other than to Star or a wholly owned Subsidiary ownership interests. of Star); (cB) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such securitysubscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, ; (C) redeem or otherwise acquire any such shares of MAMP Common Stock, shares of Preferred Stock, capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of Star that is not wholly owned by Star. (c) Other than the Star Convertible Notes, no bonds, debentures, notes or other Indebtedness having the right to vote (or which are convertible into or exercisable for securities of MAMP or having the right to vote) on any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting matters on which stockholders may vote (including voting trusts and proxies“Voting Debt”) of any capital stock of MAMP Star or any of the MAMP Subsidiariesits Subsidiaries is issued or outstanding. (d) MAMP does not have Other than the Voting Agreement and Article IX of Star’s charter, there are no voting trusts or other agreements or understandings to which Star or any of its Subsidiaries is a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP Subsidiary which have been authorized or declared prior party with respect to the date hereof have been paid in full (except to voting of the extent capital stock or other equity interest of Star or any of its Subsidiaries, or restricting the transfer of, or providing registration rights with respect to, such dividends have been publicly announced and are not yet due and payable)capital stock or equity interest.

Capital Structure. (a) The As of January 18, 2011 (the “Acquiror Capitalization Date”), the authorized capital stock of MAMP consists Acquiror consisted of 50,000,000 shares of MAMP Common Stock, 1,000,000 (i) 10,000,000 shares of preferred stock, par value U.S. $0.01 par value per share (the “Acquiror Preferred Stock”), ) and (ii) 150,000,000 shares of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Acquiror Common Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this AgreementAcquiror Capitalization Date, there were (i) 2,610,568 4,000,000 shares of MAMP Common Stock were issued and outstanding, (ii) 500 shares of Series A Acquiror Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and no shares held in treasury; (ii) 74,915,747 shares of Acquiror Common Stock issued and outstanding and 914,952 shares of Acquiror Common Stock held in treasury; (iii) options, stock appreciation rights and restricted stock rights that could be exercisable or issuable for an aggregate of 13,115,106 shares of Acquiror Common Stock (the “Acquiror Options”); (iv) warrants exercisable for an aggregate of 963,034 shares of Acquiror Common Stock (the “Acquiror Warrants”); and (v) 70,000 shares of MAMP Acquiror Common Stock were are reserved for issuance pursuant to outstanding MAMP Optionsupon exchange of Exchangeable Shares. All issued and outstanding shares of As at the date hereof, the authorized capital stock of MAMP are duly authorizedExchangeCo consists of an unlimited number of common shares and an unlimited number of preferred shares, validly issued, fully paid of which there is one (1) common share issued and nonassessable, and no class outstanding. Except as set forth in Section 4.2 of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct listAcquiror Disclosure Schedule, as of the date Acquiror Capitalization Date, no shares of this Agreement, Acquiror Common Stock or Acquiror Preferred Stock are reserved for issuance. Except as set forth in Section 4.2(a) of the outstanding MAMP OptionsAcquiror Disclosure Schedule, including between the name Acquiror Capitalization Date and the date hereof, no shares of the Person to whom such MAMP Options Acquiror Common Stock or Acquiror Preferred Stock have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvestedissued by Acquiror. (b) All equity interests in each outstanding shares of the MAMP Subsidiaries that is a partnership Acquiror Common Stock or limited liability company are the Acquiror Preferred Stock have been duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), are fully paid and non-assessable and are free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestsfrom preemptive rights. (c) Except as set forth on Schedule 2.5(cAll of the outstanding capital stock of ExchangeCo is owned indirectly by Acquiror (other than, after giving effect to the Plan of Arrangement, Exchangeable Shares that will be issued to former Company Securityholders). (d) Other than with respect to employee stock or benefit plans of Acquiror or its Subsidiaries, there are no securities, options, warrants, calls, rights, commitments, agreements, rights obligations of first refusal, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP Acquiror or any of the MAMP its Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares Voting Debt of MAMP Acquiror, Acquiror Common Stock, shares of Preferred Stock, Stock or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP the Subsidiaries of Acquiror, or any securities representing the right to purchase or otherwise receive any Voting Debt of Acquiror, Acquiror Common Stock, or any capital stock of any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights planSubsidiaries of Acquiror. (e) Except As of the date hereof, (i) neither Acquiror nor ExchangeCo has any Voting Debt outstanding, (ii) except as set forth on Schedule 2.5(e)above, all dividends no shares of capital stock or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any other voting securities of Acquiror or ExchangeCo are issued or outstanding, and (iii) other than the Acquiror Options, the Acquiror Warrants, restricted stock rights, and as set forth in Section 4.2, no other options or warrants to purchase Acquiror Common Stock, the capital stock of ExchangeCo or any MAMP Subsidiary which have been authorized other equity based awards of Acquiror or declared prior to the date hereof have been paid in full ExchangeCo are outstanding. (except to the extent such dividends have been publicly announced and are not yet due and payable)f) Neither Acquiror nor any of its Subsidiaries beneficially owns any Company Shares.

Capital Structure. (a) The As of June 30, 2000, the authorized capital stock of MAMP consists Jotter consisted of 50,000,000 shares of MAMP Jotter Common Stock, 1,000,000 and 10,000,000 shares of preferred stock, $0.01 par value per share (“Jotter Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, (i) 2,610,568 13,917,034 shares of MAMP Jotter Common Stock were issued and outstanding, (ii) 500 204,950 shares of Series A Jotter Preferred Stock were issued and outstanding. As of the date hereof, (iii) zero shares each outstanding share of Series B Jotter Preferred Stock were issued is convertible and outstanding, (iv) zero shares prior to the Effective Time each such share of Series C Preferred Stock were issued and outstanding and shall have been converted into Jotter Common Stock. Each Signing Holder severally represents that such holder (vi) 70,000 shares owns the number of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued and outstanding shares of Jotter Common Stock set forth opposite such Signing Holder's name in Schedule 3.2(a)(i), and (ii) has good and valid title to his, her or its shares of Jotter Common Stock, free and clear of all liens, encumbrances, rights of first refusal, restrictions and adverse claims, except for rights of first refusal and transfer restrictions provided for in the agreements listed on Schedule 3.2(a)(ii). The authorized capital stock of MAMP Jotter Corporation, a Subsidiary of Jotter, consists of 100,000,000 shares of common stock, and 1,000,0000 shares of preferred stock.. There are no outstanding shares of capital stock of Jotter Corporation. As of February 8, 2000, the authorized capital stock of MindQuake Interactive Inc. ("MindQuake"), a Subsidiary of Jotter, consisted of unlimited shares of common stock, of which 1,286, 833 shares of common stock were issued and outstanding. (b) All of the outstanding shares of Jotter Common Stock and Jotter Preferred Stock, all of the outstanding options to purchase shares of Jotter Common Stock, whether or not vested (collectively, the "Jotter Options") and all of the outstanding warrants to purchase shares of Jotter Common Stock, whether or not vested (collectively, "Jotter Warrants") were issued in compliance with applicable federal, provincial and state securities laws and all requirements set forth in applicable contracts. All of the outstanding shares of Jotter Common Stock and Jotter Preferred Stock are duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights created by statute, and no class Jotter's Certificate of Incorporation or Bylaws or any agreement to which Jotter is a party or by which it is bound, except as expressly provided on Schedule 3.2(b)(i). All of the shares of capital stock is entitled issued by each of Jotter's Subsidiaries, all of the options and warrants to preemptive rightspurchase shares of capital stock of each of Jotter's Subsidiaries were issued in compliance with applicable federal, provincial and state securities laws and all requirements set forth in applicable contracts. All of the outstanding shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, capital stock of each of Jotter's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable, nonassessable and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock not subject to each such MAMP Optionpreemptive rights created by statute, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested Jotter Subsidiaries' Certificate of Incorporation or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership Bylaws or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind agreement to which MAMP or any MAMP Subsidiary is Jotter's Subsidiaries are a party or by which any of them is they are respectively bound, obligating MAMP or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except except as set forth expressly provided on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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 payable3.2(b)(ii).

Capital Structure. (ai) The authorized capital stock of MAMP Anthem consists of 50,000,000 (A) 900,000,000 shares of MAMP Anthem Common Stock, 1,000,000 of which 261,588,822 shares were outstanding as of July 20, 2015 and (B) 100,000,000 shares of preferred stock, $0.01 without par value per share (“Preferred Stock”)value, none of which 20,000 are outstanding. Except for Anthem Common Stock issued upon exercise of Anthem Stock Options, no shares are designated as Series A preferred stockof Anthem Common Stock have been issued between July 20, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), 2015 and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, (i) 2,610,568 shares of MAMP Common Stock were issued and outstanding, (ii) 500 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Optionshereof. All issued and outstanding shares of the capital stock of MAMP Anthem are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to (or has been issued in violation of) preemptive rights. All 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 noted above shall beof the date hereof no options, warrants or other rights to acquire capital stock from Anthem other than the employee or director stock options exercisable for shares of Anthem Common Stock (the “ Anthem Stock Options”) representing in the aggregate the right to purchase no more than 22,019,706 shares of Anthem Common Stock under any stock option or similar plan of Anthem (the “ 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 1.11(c) and the Converted Other Stock Awards) will, when issued in accordance with the respective terms thereofhereof, have been duly authorized, validly issued, fully paid and non-assessable, free and free clear of preemptive rightsall Liens (as defined in Section 8.13). Schedule 2.5(aThere 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 capital stock of Anthem. (ii) sets No bonds, debentures, notes or other indebtedness of Anthem having the right to vote on any matters on which shareholders of Anthem may vote, are issued or outstanding. (iii) Except as otherwise set forth a true, complete and correct listin this Section 3.1(b), as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP Anthem or any MAMP Subsidiary of its Subsidiaries is a party or by which any of them is bound, bound obligating MAMP Anthem or any MAMP Subsidiary of its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom capital stock or other contractual rights the value voting securities of which is determined in whole or in part by the value of any equity security of MAMP Anthem or any of the MAMP its Subsidiaries or obligating MAMP Anthem or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP Anthem or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP Anthem or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The authorized capital stock of MAMP CNSR consists of 50,000,000 100,000,000 shares, 80,000,000 shares of MAMP which are designated as CNSR Common Stock, 1,000,000 with no par value, 20,000,000 shares of preferred stock, $0.01 par value per share (“which are designated as CNSR Preferred Stock”), of which 20,000 shares 5,400,000 are designated as Series A preferred stock, $0.01 par value per share (“Series A A-1 Preferred Stock”), 10,000 shares 1,000,000 are designated as Series B preferred stock, $0.01 par value per share (“A-2 Preferred Stock and 2,500,000 are designated Series B Preferred Stock”). Of the authorized capital stock of CNSR, and 10,000 9,485,132 shares are designated as of CNSR Common Stock, 5,189,294 shares of CNSR Series C preferred stock, $0.01 par value per share (“Series C A-1 Preferred Stock, 804,221 shares of CNSR Series A-2 Preferred Stock and 1,905,978 shares of CNSR Series B Preferred Stock are issued and outstanding. The CNSR Board of Directors has reserved for issuance 10,000,000 shares of common stock pursuant to its 2006 Stock Incentive Plan (the “2006 Stock Incentive Plan”). As of Of the date of this Agreement, (i) 2,610,568 shares of MAMP CNSR Common Stock were currently issued and outstanding, (ii) 500 4,136,103 have been issued from those shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant under the Plan. Warrants to outstanding MAMP Optionspurchase an aggregate of 4,271,130 shares of CNSR Common Stock are currently outstanding. Except as set forth above, no shares or other equity securities of CNSR are issued, reserved for issuance or outstanding. All issued and outstanding shares of the capital stock of MAMP CNSR are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated disclosed on Schedule 2.1(d) as owned by a third partythe CNSR Disclosure Schedule, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and there are no existing optionsoutstanding bonds, warrantsdebentures, calls, subscriptions, convertible securities notes or other securitiesindebtedness or other securities of CNSR having the right to vote (or convertible into, agreementsor exchangeable for, commitments or obligations securities having the right to vote) on any matters on which shareholders of any character relating to CNSR may vote. The CNSR Disclosure Schedule sets forth the outstanding securities capitalization of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) CNSR, including a list of all holders of CNSR Shares and their respective holdings. Except as set forth on Schedule 2.5(c)the CNSR Disclosure Schedule, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary CNSR is a party or by which any of them it is bound, bound obligating MAMP or any MAMP Subsidiary CNSR to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity or voting securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries CNSR or obligating MAMP or any MAMP Subsidiary CNSR to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations obligations, commitments, understandings or arrangements of MAMP CNSR or any MAMP Subsidiary CNSR Subsidiaries to repurchase, redeem or otherwise acquire or make any shares payment in respect of MAMP any securities of CNSR. There are no agreements or arrangements pursuant to which CNSR is or could be required to register CNSR Common Stock, shares of Preferred StockStock or other securities under the Securities Act, or other equity agreements or arrangements with or among any security holders of CNSR with respect to securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP SubsidiariesCNSR. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP Metrocall consists of 50,000,000 (A) 200,000,000 shares of MAMP Metrocall Common Stock, of which 89,975,772 shares were issued and outstanding and no shares were held in treasury as of the close of business on March 29, 2001, and (B) 1,000,000 shares of preferred stock, $0.01 par value per share of which (“1) 810,000 shares are designated Metrocall Series A Convertible Preferred Stock”), of which 20,000 247,149 shares were issued and outstanding as of the close of business on March 29, 2001, and (2) 100,000 of which are designated as Series A E Junior Participating Preferred Stock, none of which are issued or outstanding. All of the outstanding shares of Metrocall Common Stock and Metrocall Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than Metrocall Common Stock subject to issuance as set forth below, and Metrocall Preferred Shares, Metrocall has not authorized, issued, or reserved for issuance any common stock, preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 or other shares are designated of capital stock as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, (i) 2,610,568 shares of MAMP Common Stock were issued and outstanding, . (ii) 500 As of March 29, 2001, there were 10,010,014 shares of Series A Preferred Metrocall Common Stock were issued that Metrocall was obligated to issue pursuant to Metrocall's stock plans, at a weighted average exercise price of $4.36 per share of Metrocall Common Stock, each of such plans is listed in Section 5.2(b)(ii) of the Metrocall Disclosure Letter (collectively the "METROCALL STOCK PLANS"), and outstanding1,853,100 shares of Metrocall Common Stock that Metrocall was obligated to issue pursuant to outstanding warrants having an expiration date of November 15, 2001 and an effective exercise price of $2.74 per share of Metrocall Common Stock. (iii) zero shares Each of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued and the outstanding shares of the capital stock or other securities of MAMP are each of Metrocall's Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class owned by Metrocall or a direct or indirect wholly owned Subsidiary of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvestedMetrocall. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (civ) Except as set forth on Schedule 2.5(c)above and except pursuant to the Metrocall Preferred Stock, there are no securitiespreemptive or other outstanding rights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, rights of first refusal, arrangements or undertakings of any kind commitments to which MAMP or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary to issue, deliver issue or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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).any

Capital Structure. (ai) The authorized capital stock of MAMP LISB consists of 50,000,000 130,000,000 shares of MAMP LISB Common Stock, 1,000,000 Stock and 5,000,000 shares of preferred stockstock of LISB, par value $0.01 par value per share share, (“the "LISB Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”"). As of the date of this Agreement, : (iA) 2,610,568 23,935,242 shares of MAMP LISB Common Stock were issued and outstanding, (iiB) 500 no shares of Series A LISB Preferred Stock were issued and outstanding, (iiiC) zero no shares of Series B Preferred LISB Common Stock were issued and outstanding, (iv) zero reserved for issuance except that 1,796,302 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP LISB Common Stock were reserved for issuance pursuant to the LISB Option Plans, (D) no shares of LISB Preferred Stock were reserved for issuance except pursuant to the LISB Rights Agreement, and (E) 2,881,222 shares of LISB Common Stock were held by LISB in its treasury or by its Subsidiaries. The authorized capital stock of LISB Bank consists of 45,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of the date of the Agreement, 1,000 shares of such common stock were outstanding, no shares of such preferred stock were outstanding MAMP Options. All issued and all outstanding shares of such common stock were, and as of the capital stock Effective Time will be, owned by LISB. All outstanding shares of MAMP LISB Common Stock are duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to any preemptive rights and, with respect to shares held by LISB in its treasury or by its Subsidiaries, are free and clear of all liens, claims, encumbrances or restrictions (other than those imposed by applicable federal and state securities laws) and there are no class agreements or understandings to which LISB or its Subsidiaries is a party or by which it is bound with respect to the voting or disposition of capital stock is entitled to preemptive rightsany such shares. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) The Disclosure Letter sets forth a true, complete and correct listaccurate list of all options to purchase LISB Common Stock that have been granted and are outstanding pursuant to LISB Option Plans and all restricted stock grants under the LISB MRPs including the dates of grant, as exercise prices, dates of vesting, dates of termination and shares subject to each grant. LISB has not, since September 30, 1997 adopted or modified the terms of any stock option plan or restricted stock or phantom stock plan or any grants under the Stock Option Plans. (ii) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders may vote ("Voting Debt") of LISB are issued or outstanding. (iii) As of the date of this Agreement, of the outstanding MAMP Optionsexcept for this Agreement, including the name of the Person to whom such MAMP Options have been granted (and the current holder LISB Option Agreement, neither LISB nor any of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option its Subsidiaries has or is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned bound by a third party, MAMP owns, directly or indirectly, all of the issued and any outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitmentsconvertible securities, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind to which MAMP character obligating LISB or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, any additional shares of MAMP Common Stock, shares capital stock of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP LISB or any of the MAMP its Subsidiaries or obligating MAMP LISB or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP LISB or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP LISB or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The authorized capital stock of MAMP TSAT consists ------------------ of 50,000,000 185,000,000 shares of MAMP Common TSAT A Stock, 1,000,000 10,000,000 shares of TSAT B Stock and 5,000,000 shares of preferred stock, $0.01 par value $.01 per share (“Preferred Stock”), share. The authorized capital stock of which 20,000 shares are designated the TSAT Sub is as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”set forth in Schedule 5.01(b). As At the close of the date of this Agreementbusiness on February 6, 1998, (i) 2,610,568 58,237,114 shares of MAMP Common TSAT A Stock, 8,465,324 shares of TSAT B Stock and no shares of preferred stock were issued and outstanding, (ii) 500 no shares of Series TSAT A Preferred Stock and no shares of TSAT B Stock were issued held by TSAT in its treasury, and outstanding, (iii) zero 3,700,000 shares of Series B Preferred TSAT A Stock were issued and outstanding, (iv) zero no shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common TSAT B Stock were reserved for issuance pursuant to the TSAT Stock Plans. Except as set forth above, at the close of business on February 6, 1998, no shares of capital stock or other voting securities of TSAT were issued, reserved for issuance or outstanding. Except as set forth in Schedule 5.01(d), there are no outstanding MAMP OptionsSARs which were not granted in tandem with a related Employee Stock Option. All Ten shares of common stock of the TSAT Sub are issued and outstanding and held by TSAT. All outstanding shares of the capital stock of MAMP are duly authorized, validly issued, fully paid TSAT and nonassessablethe TSAT Sub are, and no class of capital stock is entitled all shares which may be issued pursuant to preemptive rights. All shares of Common the TSAT Stock reserved for issuance as noted above shall Plans will be, when issued in accordance with the respective terms thereofissued, duly authorized, validly issued, fully paid and non-assessable, nonassessable and free of not subject to preemptive rights. Except as set forth in Schedule 2.5(a5.01(d), there are not any bonds, debentures, notes or other indebtedness of TSAT having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of TSAT may vote. Schedule 5.01(d) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear list of all Liens, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations outstanding options (together with applicable exercise prices) to purchase capital stock of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) TSAT. Except as set forth on in Schedule 2.5(c5.01(d), there are no not any securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP TSAT or any MAMP Subsidiary of its subsidiaries is a party or by which any of them is bound, bound obligating MAMP TSAT or any MAMP Subsidiary of its subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom capital stock or other contractual rights the value voting securities of which is determined in whole TSAT or in part by the value of any equity security of MAMP its subsidiaries or obligating TSAT or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no not any outstanding contractual obligations of MAMP TSAT or any MAMP Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP TSAT or any of the MAMP Subsidiariesits subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP GBC consists of 50,000,000 40,000,000 shares of MAMP GBC Common Stock and 4,796,550 shares of GBC Class B Common Stock, 1,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of March 13, 2005, 13,921,221 shares of GBC Common Stock and 2,398,275 shares of GBC Class B Common Stock were issued and outstanding and no other shares of capital stock of GBC were issued and outstanding. As of March 13, 2005, (A) 3,102,741 shares of GBC Common Stock and no shares of GBC Class B Common Stock were reserved for issuance upon exercise of options outstanding under GBC Stock Plans (“GBC Stock Options”) and the vesting of GBC Restricted Stock Units outstanding under GBC Stock Plans and (B) 2,680,753 shares of GBC Common Stock were subject to issuance upon exercise of outstanding GBC Stock Options and 257,775 shares of GBC Common Stock were subject to issuance upon the vesting of outstanding GBC Restricted Stock Units. As of March 13, 2005, 1,775,339 shares of GBC Common Stock and no shares of GBC Class B Common Stock were held as treasury shares. Since March 13, 2005 to the date of this Agreement, (i) 2,610,568 no shares of MAMP capital stock of GBC or any other securities of GBC have been issued other than shares of GBC Common Stock were issued and outstanding, (ii) 500 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to options or rights outstanding MAMP Optionsas of March 13, 2005 under the GBC Stock Plans. All issued and outstanding shares of the capital stock of MAMP GBC are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of GBC is entitled to preemptive rights. All There are outstanding as of the date hereof, and there will be outstanding at the Effective Time, no options, warrants or other rights to acquire capital stock from GBC other than GBC Stock Options and GBC Restricted Stock Units under the GBC Stock Plans and rights to acquire GBC Common Stock upon conversion of shares of GBC Class B Common Stock reserved for issuance as noted above shall be, when issued in accordance with Stock. Section 5.1(b) of the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. GBC Disclosure Schedule 2.5(a) sets forth a true, complete and correct listlist as of a recent date of all outstanding GBC Stock Options and the exercise prices thereof and all outstanding GBC Restricted Stock Units and the terms of the vesting thereof. (ii) No bonds, debentures, notes or other indebtedness of GBC having the right to vote on any matters on which stockholders of GBC may vote (“GBC 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, and as of the outstanding MAMP OptionsEffective Time (except as permitted pursuant to Section 6.1) there will not be any, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP GBC or any MAMP Subsidiary of its Subsidiaries is a party or by which any of them is bound, bound obligating MAMP GBC or any MAMP Subsidiary of its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom capital stock or other contractual rights the value voting securities of which is determined in whole or in part by the value of any equity security of MAMP GBC or any of the MAMP its Subsidiaries or obligating MAMP GBC or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There As of the date of this Agreement, there are no no, and as of the Effective Time (except as permitted pursuant to Section 6.1) there will not be any, outstanding contractual obligations of MAMP GBC or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP GBC or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder , other than rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP to convert shares of GBC Class B Common Stock or the Preferred Stock and any dividends or distributions outstanding on any securities of any MAMP Subsidiary which have been authorized or declared prior to the date hereof have been paid into GBC Common Stock in full (except to accordance with the extent such dividends have been publicly announced and are not yet due and payable)present terms of the GBC Class B Common Stock.

Capital Structure. (ai) The authorized capital stock of MAMP CBES consists of 50,000,000 4,000,000 shares of MAMP CBES Common Stock, 1,000,000 par value $.01 per share, and 500,000 shares of preferred stock, $0.01 par value $.01 per share. As of the date of this Agreement (A) 1,031,851 shares of CBES Common Stock had been issued, of which 875,805 shares of CBES Common Stock were issued and outstanding, (B) no shares of CBES preferred stock were issued and outstanding, (C) no shares of CBES Common Stock were reserved for issuance, except that 102,495 shares of CBES Common Stock were reserved for issuance pursuant to the CBES Option Plan and 40,998 shares of CBES Common Stock were reserved for issuance pursuant to the CBES Restricted Stock Plan, (D) no shares of CBES preferred stock were held by CBES and (E) 156,046 shares of CBES Common Stock were held by CBES in its treasury or by its Subsidiaries. The authorized capital stock of Community Bank consists of 4,000,000 shares of common stock, par value $.01 per share (“Preferred the "Community Bank Common Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”"), and 10,000 500,000 shares are designated as Series C of preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, (i) 2,610,568 100 shares of MAMP Common Stock such common stock were issued and outstanding, (ii) 500 no shares of Series A Preferred Stock such preferred stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued and all outstanding shares of such common stock were, and as of the Effective Date will be, owned both legally and beneficially by CBES. The authorized capital stock of MAMP are duly authorizedService Corporation consists of 30,000 shares of common stock, validly issuedpar value $1.00 per share and no shares of preferred stock. As of the date of this Agreement, fully paid 1,000 shares of such common stock were outstanding and nonassessableall outstanding shares of such common stock were, and no class as of the Effective Date will be, owned both legally and beneficially by Community Bank. All outstanding shares of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall beCBES, when issued in accordance with the respective terms thereof, Community Bank and Service Corporation are duly authorized, authorized and validly issued, fully paid and non-assessableassessable and not subject to any preemptive rights and, with respect to shares of CBES held by CBES in its treasury or by its Subsidiaries and shares of Community Bank and Service Corporation, are free and clear of preemptive rightsall liens, claims, encumbrances or restrictions (other than those imposed by applicable federal and state securities laws) and there are no agreements or understandings with respect to the voting or disposition of any such shares. Schedule 2.5(a) CBES's Disclosure Letter sets forth a true, complete and correct listaccurate list of all outstanding options to purchase CBES Common Stock that have been granted pursuant to the CBES Option Plan, as including the names of the optionees, dates of grant, exercise prices, dates of vesting, dates of termination and shares subject to each grant. (ii) No bonds, debentures, notes or other indebtedness of CBES having the right to vote on any matters on which stockholders may vote are issued or outstanding. (iii) As of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been except for options granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating pursuant to the CBES Option Plan, neither CBES nor any of its Subsidiaries has or is bound by any outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securitiessubscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind to which MAMP character obligating CBES or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, any additional shares of MAMP Common Stock, shares capital stock of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP CBES or any of the MAMP its Subsidiaries or obligating MAMP CBES or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP CBES or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP CBES or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The As of the date of this Agreement, the authorized capital stock of MAMP HealthAxis consists of 50,000,000 40,000,000 shares of MAMP HealthAxis Common Stock, 1,000,000 Stock and 5,500,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, there were (i) 2,610,568 16,738,811 shares of MAMP HealthAxis Common Stock were issued and outstanding, (ii) 500 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (vii) 70,000 3,031,191 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All preferred stock, par value $1.00 per share, issued and outstanding of which (i) 545,916 outstanding shares have been designated as Series A Convertible Preferred Stock (convertible into 545,916 shares of Common Stock); (ii) 625,529 outstanding shares have been designated as Series B Convertible Preferred Stock (convertible into 625,529 shares of Common Stock); (iii) 1,526,412 outstanding shares have been designated as Series C Convertible Preferred Stock (convertible into 1,526,412 shares of Common Stock); and (iv) 333,334 outstanding shares have been designated as Series D Convertible Preferred Stock (convertible into 333,334 shares of Common Stock) (collectively, the capital stock Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock is referred to herein as the "HealthAxis Preferred Stock"). No shares of MAMP HealthAxis Common Stock or HealthAxis Preferred Stock are duly authorized, held in treasury. All outstanding shares of HealthAxis Common Stock and HealthAxis Preferred Stock are validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled are not subject to preemptive or similar rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as As of the date of this Agreement, 3,117,096 shares of HealthAxis Common Stock are subject to issuance pursuant to the exercise of stock options (all options issued pursuant the HealthAxis Employee Stock Option Plans (defined below) are referred to herein collectively, as the "HealthAxis Options" and individually as a "HealthAxis Option") issued and outstanding under the HealthAxis Employee Stock Option Plan (the "HealthAxis Stock Option Plans") (of which 1,482,206 shares of HealthAxis Common Stock are subject to vested options), and 1,050,500 shares of HealthAxis Common Stock are subject to issuance pursuant to the exercise of outstanding warrants and 75,000 shares of HealthAxis Series D Preferred Stock are subject to issuance pursuant to the exercise of outstanding warrants. Section 3.2(b) of the HealthAxis Disclosure Memorandum sets forth the following information with respect to each HealthAxis Option outstanding MAMP Options, including as of the date hereof: (i) the particular plan pursuant to which such HealthAxis Option was granted; (ii) the name of the Person to whom such MAMP Options have been granted optionee; (and the current holder of the MAMP Options if different than the grantee), iii) the number of shares of MAMP HealthAxis Common Stock subject to each such MAMP HealthAxis Option, ; (iv) the grant date, the expiration date and exercise price for each of such MAMP HealthAxis Option; (v) the date on which such HealthAxis Option was granted; and whether (vi) the date on which such MAMP HealthAxis Option is vested or unvested. (b) All equity interests in each expires. HealthAxis has delivered to Insurdata accurate and complete copies of the MAMP Subsidiaries that HealthAxis Stock Option Plans and the stock option agreements evidencing all HealthAxis Options granted under the HealthAxis Stock Option Plans. Set forth in Section 3.2(b) of the HealthAxis Disclosure Memorandum is a partnership or limited liability company are duly authorized true and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all complete list of the issued following: (i) Restricted Share Grants of shares of HealthAxis Common Stock and outstanding ownership interests a total thereof, and (ii) any Change in Control Share Grants of each HealthAxis to issue shares of HealthAxis Common Stock as a result of the MAMP Subsidiaries set forth on Schedule 2.1(d), free transactions contemplated hereby and clear of all Liens, and there a total thereof. There are no existing optionsbonds, warrantsdebentures, calls, subscriptions, convertible securities notes or other securitiesindebtedness of HealthAxis, agreements, commitments or obligations assets of any character relating to the outstanding other entities convertible into, or exchangeable for, securities of any MAMP Subsidiary HealthAxis except as provided in this Section 3.2(b) or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (cSection 3.2(b) of the HealthAxis Disclosure Memorandum. Except as set forth on Schedule 2.5(c)in this Section 3.2(b) or in Section 3.2(b) of the HealthAxis Disclosure Memorandum, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP HealthAxis or any MAMP HealthAxis Subsidiary is a party or by which any of them such entity is bound, obligating MAMP HealthAxis or any MAMP HealthAxis Subsidiary to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stockcapital stock, shares of Preferred Stock securities or other equity securities or phantom stock or other contractual rights the value ownership interests of which is determined in whole or in part by the value of any equity security of MAMP HealthAxis or any of the MAMP Subsidiaries HealthAxis Subsidiary or obligating MAMP HealthAxis or any MAMP HealthAxis Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP undertaking or obligating HealthAxis or any MAMP HealthAxis Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of MAMP Common Stockcapital stock, shares of Preferred Stock, securities or other equity securities ownership interests of MAMP HealthAxis or any MAMP HealthAxis Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e)in Section 3.2(b) of the HealthAxis Disclosure Memorandum, all dividends there are no commitments, agreements, arrangements or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities undertakings of any MAMP kind to which HealthAxis or any HealthAxis Subsidiary is party, or by which have been authorized such entity is bound, obligating HealthAxis or declared prior any HealthAxis Subsidiary to make any equity or similar investment in, or capital contribution to, any Person. Except as set forth in Section 3.2(b) of the date hereof have been paid HealthAxis Disclosure Memorandum, the execution, delivery and performance by HealthAxis of this Agreement and the transactions contemplated hereby will not result in full (except the acceleration of any HealthAxis Option and HealthAxis will not take any action to the extent cause any such dividends have been publicly announced and are not yet due and payable)acceleration.

Capital Structure. (a) The As of the date hereof, the authorized capital stock of MAMP IPL consists of 50,000,000 15,000,000 shares of MAMP IPL Common Stock, 1,000,000 Stock and 3,000,000 shares of preferred stock, $0.01 par value per share (“IPL Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share . (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). b) As of the date of this Agreementhereof, (i) 2,610,568 6,226,958 shares of MAMP IPL Common Stock were issued and outstanding, (ii) 500 shares of Series A Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were are issued and outstanding and (v) 70,000 -0- shares of MAMP IPL Preferred Stock are issued and outstanding. (c) As of the date hereof: (i) 841,818 shares of IPL Common Stock were are reserved for issuance pursuant upon the exercise of options to purchase shares of IPL Common Stock; (ii) no shares of IPL Common Stock are held by IPL in its treasury or by its Subsidiaries; and (iii) no bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on all matters on which stockholders may vote ("Voting Debt") are issued or outstanding, other than $6,350,000 principal amount of IPL's 4% convertible subordinated notes due May 4, 2003, which notes do not currently have and will not, solely by virtue of the Merger, or by virtue of the financial condition of the Surviving Corporation immediately thereafter, obtain any right to vote, but are convertible into IPL Common Stock at the rate of $14.00 per share (the "IPL Convertible Notes"). (d) All outstanding MAMP Optionsshares of IPL Common Stock are, and all shares of IPL Common Stock which may be issued upon exercise of any outstanding options to purchase IPL Common Stock or upon conversion of the IPL Convertible Notes when issued in accordance with the respective terms thereof will be, validly issued, fully paid and nonassessable and not subject to preemptive rights. All issued Except as set forth on the IPL Disclosure Schedule, all outstanding shares of capital stock of the Subsidiaries of IPL are owned by IPL or a direct or indirect wholly-owned Subsidiary of IPL, free and clear of all Liens and options of any nature. The IPL Disclosure Schedule sets forth all outstanding options granted by IPL to purchase shares of IPL Common Stock, the number of shares of IPL Common Stock for which such options are exercisable, which of such options are currently exercisable, the option exercise price and the identity of the optionee. Except as set forth in this Section 3.2 and on the IPL Disclosure Schedule, there are outstanding: (i) no shares of capital stock, Voting Debt or other voting securities of IPL; (ii) no securities of IPL or any of its Subsidiaries convertible into or exchangeable for shares of capital stock, Voting Debt or other voting securities of IPL or any of its Subsidiaries; and (iii) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to which IPL or any of its Subsidiaries is a party or by which it is bound obligating IPL or any of its Subsidiaries to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of IPL or any of its Subsidiaries or obligating IPL or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth in this Agreement, there are not as of the date hereof and there will not be at the Effective Time, any stockholder agreements, voting trusts or other agreements or understandings to which IPL is a party or by which it is bound relating to the voting of any shares of the capital stock of MAMP are IPL or its Subsidiaries. (e) The shares of IPL Common Stock to be issued pursuant to the Merger, will be duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled will not be subject to preemptive rights. All shares rights created by: (i) statute; (ii) IPL's Certificate of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonIncorporation or By-assessable, and free of preemptive rights. Schedule 2.5(aLaws; or (iii) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind agreement to which MAMP or any MAMP Subsidiary IPL is a party or by which any of them it is bound, obligating MAMP or any MAMP Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The authorized capital stock of MAMP consists of 50,000,000 shares of MAMP Common Stock, 1,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”), of which 20,000 shares are designated as Series A preferred stock, $0.01 par value per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”). As of the date of this Agreement, the authorized capital stock of Chart consists of 150,000,000 shares of Chart Common Stock and 10,000,000 shares of preferred stock, par value $0.01. At the close of business on July 25, 2025 (the “Chart Capitalization Date”), (i) 2,610,568 45,706,188 shares of MAMP Chart Common Stock were issued and 44,945,406 shares of Chart Common Stock were outstanding, (ii) 500 402,500 shares of Series A Chart Preferred Stock were issued and outstanding, (iii) zero 3,405,955 shares of Series B Preferred Chart Common Stock were issued reserved and outstandingavailable for issuance upon conversion of Chart Preferred Stock, (iv) zero 775,232 shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Chart Common Stock were reserved for issuance pursuant under Chart Stock Plans, (v) 365,629 shares of Chart Common Stock were issuable upon the exercise of outstanding Chart Stock Options (whether or not presently exercisable), (vi) 156,979 shares of Chart Common Stock were subject to Chart RSUs and (vii) 97,663 and 232,787 shares of Chart Common Stock were subject to Chart PSUs (at target and maximum performance levels, respectively). Except as set forth in this Section 5.02, at the close of business on the Chart Capitalization Date, no Equity Interests of Chart were authorized, issued, reserved for issuance or outstanding. (b) From the close of business on the Chart Capitalization Date to the date of this Agreement, there have been no issuances by Chart of any Equity Interest of Chart, other than the issuance of Chart Common Stock upon the exercise of Chart Stock Options or upon the vesting and settlement of Chart RSUs or Chart PSUs, in each case outstanding MAMP Optionsat the close of business on the Chart Capitalization Date and in accordance with their respective terms and Chart Benefit Plans in effect at such time. All issued and outstanding shares of Chart Capital Stock are, and, at the capital stock time of MAMP are issuance, all such shares issued in accordance with the terms of Chart Stock Plans will be, (i) duly authorized, validly issued, fully paid and nonassessable, (ii) free and no class clear of capital stock is entitled any Lien (except Liens on transfer imposed under applicable securities Laws) and (iii) not subject to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when or issued in accordance with violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the respective terms thereofDGCL, duly authorizedChart Charter, validly issued, fully paid and nonChart By-assessable, and free of preemptive rights. Schedule 2.5(aLaws or any Contract to which Chart is subject or party to or otherwise bound. (c) sets Except as set forth a true, complete and correct listin this Section 5.02, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested.there are no: (bi) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and there are no existing options, warrants, calls, subscriptions, convertible securities preemptive or other securities, agreements, commitments or obligations of any character relating to the outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary that obligate Chart to issue, deliver or sell or createsell, or cause give any Person a right to be issuedsubscribe for or acquire from Chart, delivered any Equity Interests of Chart (except for Chart Stock Options, Chart RSUs or sold or createdChart PSUs, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or each case in part by the value of any equity security of MAMP or any accordance with their respective terms and conditions in effect as of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right date of first refusal, arrangement or undertaking. There are no this Agreement); (ii) outstanding contractual obligations of MAMP Chart to directly or any MAMP Subsidiary to repurchaseindirectly amend, redeem redeem, repurchase or otherwise acquire any Equity Interests of Chart, except for (A) the acquisition by Chart of shares of MAMP Chart Common Stock, Stock in connection with the surrender of shares of Preferred StockChart Common Stock by holders of Chart Stock Options in order to pay the exercise price thereof, (B) the withholding of shares of Chart Common Stock to satisfy Tax obligations with respect to Chart Stock Options, Chart RSUs or Chart PSUs and (C) the acquisition by Chart of Chart Stock Options, Chart RSUs or Chart PSUs in connection with the forfeiture of such awards, in the case of each of clauses (A)-(C) in accordance with the terms and conditions of the applicable award agreements or Chart Benefit Plans in effect as of the date of this Agreement; (iii) Contracts, to which Chart is subject or party to or otherwise bound, with respect to the voting, transfer or registration of any Equity Interests of Chart or with respect to the election, designation or nomination of any director of Chart; (iv) bonds, debentures, notes or other equity Indebtedness of Chart the holders of which have the right to vote (or that are convertible into or exchangeable or exercisable for securities having the right to vote) on any matters on which stockholders of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to Chart may vote (collectively, “Chart Voting Debt”); or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any of the MAMP Subsidiaries. (dv) MAMP does not have a “poison pill” or other similar stockholder equityholder rights planplan in effect to which Chart is subject or party to or otherwise bound. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (ai) The authorized capital stock of MAMP MBLA consists of 50,000,000 2,500,000 shares of MAMP MBLA Common Stock, 1,000,000 Stock and 500,000 shares of preferred stock, $0.01 par value $.01 per share share. As of the date of this Agreement (“Preferred Stock”)A) 1,247,021 shares of MBLA Common Stock were issued and outstanding, (B) no shares of which 20,000 MBLA preferred stock were issued and outstanding, (C) no shares are designated as Series A of MBLA Common Stock were reserved for issuance, except that 78,225 shares of MBLA Common Stock were reserved for issuance pursuant to the MBLA Option Plans, (D) no shares of MBLA preferred stock were reserved for issuance and (E) 518,190 shares of MBLA Common Stock were held by MBLA in its treasury or by its Subsidiaries. The authorized capital stock of Macon Building & Loan consists of 1,000,000 shares of common stock, par value $1.00 per share, and 200,000 shares of preferred stock, $0.01 par value $1.00 per share (“Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred Stock”)share. As of the date of this Agreement, (i) 2,610,568 1,000 shares of MAMP Common Stock such common stock were issued and outstanding, (ii) 500 no shares of Series A Preferred Stock such preferred stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Options. All issued and all outstanding shares of such common stock were, and as of the Effective Time will be, owned by MBLA. All outstanding shares of capital stock of MAMP MBLA and Macon Building & Loan are duly authorized, authorized and validly issued, fully paid and nonassessablenonassessable and not subject to any preemptive rights and, and no class of capital stock is entitled with respect to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall beMBLA held by MBLA in its treasury or by its Subsidiaries and shares of Macon Building & Loan, when issued in accordance are free and clear of all liens, claims, encumbrances or restrictions (other than those imposed by applicable federal and state securities laws) and there are no agreements or understandings with respect to the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free voting or disposition of preemptive rightsany such shares. Schedule 2.5(a) MBLA's Disclosure Letter sets forth a true, complete and correct listaccurate list of all outstanding options to purchase MBLA Common Stock that have been granted pursuant to the MBLA Option Plans, as including the names of the optionees, dates of grant, exercise prices, dates of vesting, dates of termination and shares subject to each grant. (ii) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders may vote of MBLA are issued or outstanding. (iii) As of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been except for options granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating pursuant to the MBLA Option Plans, neither MBLA nor any of its Subsidiaries has or is bound by any outstanding securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c), there are no securitiessubscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind to which MAMP character obligating MBLA or any MAMP Subsidiary is a party or by which any of them is bound, obligating MAMP or any MAMP Subsidiary its Subsidiaries to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, any additional shares of MAMP Common Stock, shares capital stock of Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP MBLA or any of the MAMP its Subsidiaries or obligating MAMP MBLA or any MAMP Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP MBLA or any MAMP Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP MBLA or any of the MAMP its Subsidiaries. (d) MAMP does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth on Schedule 2.5(e), all dividends or distributions on the MAMP Common Stock or the Preferred Stock and any dividends or distributions on any securities of any MAMP 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. (a) The authorized capital stock of MAMP ANI consists of 50,000,000 3,700,000 shares of MAMP Common Stock, 1,000,000 shares of preferred ANI common stock, $0.01 par value $.10 per share (“ANI Common Stock”), of which 23,613 shares are issued and outstanding on the date hereof, 108,494 shares of ANI Series A Preferred Stock, par value $.10 per share, of which 102,774 shares are issued and outstanding on the date hereof, 118,915 shares of ANI Series B Preferred Stock, par value $.10 per share, of which 78,491 shares are issued and outstanding on the date hereof, 37,956 shares of ANI Series C Preferred Stock, par value $.10 per share, of which 34,810 shares are issued and outstanding on the date hereof, and 3,400,000 shares of ANI Series D Preferred Stock (together with all other classes of preferred stock set forth above, the “ANI Preferred Stock”), of which 20,000 2,375,312 shares are designated as Series A preferred stock, issued and outstanding on the date hereof. As of the date hereof there are issued and unexercised warrants to purchase 17,526 shares of ANI Common Stock with a weighted average exercise price of $0.01 par value 0.10 per share (the “Series A Preferred Stock”), 10,000 shares are designated as Series B preferred stock, $0.01 par value per share (“Series B Preferred Stock”), and 10,000 shares are designated as Series C preferred stock, $0.01 par value per share (“Series C Preferred StockANI Warrants”). As of the date of this Agreementhereof, (i) 2,610,568 no shares of MAMP ANI Common Stock were issued and outstandingheld by ANI’s Subsidiaries. As of the date hereof, (ii) 500 no shares of Series A ANI Common Stock or ANI Preferred Stock were issued and outstanding, (iii) zero shares of Series B Preferred Stock were issued and outstanding, (iv) zero shares of Series C Preferred Stock were issued and outstanding and (v) 70,000 shares of MAMP Common Stock were reserved for issuance pursuant to outstanding MAMP Optionsare held by ANI in its treasury. All issued and outstanding shares of the capital stock of MAMP ANI Common Stock and ANI Preferred Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid and, except as set forth in the DGCL, non-assessable and nonassessable, and no class of capital stock is entitled are not subject to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. Schedule 2.5(a) sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of Other than the MAMP Subsidiaries that is a partnership ANI Warrants, no outstanding warrants to purchase any ANI Shares are issued or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interestsoutstanding. (c) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders may vote (“Voting Debt”) of ANI are issued or outstanding. (d) Except for (i) this Agreement, (ii) the ANI Warrants, (iii) certain transaction bonus agreements described in Section 3.8 of the ANI Disclosure Schedule and (iv) agreements entered into and securities and other instruments issued after the date of this Agreement as set forth on Schedule 2.5(c)permitted by Section 5.1, there are no securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements commitments or undertakings agreements of any kind character to which MAMP ANI or any MAMP Subsidiary of ANI is a party or by which any of them is bound, obligating MAMP it or any MAMP such Subsidiary is bound obligating ANI or any Subsidiary of ANI to issue, deliver or sell or createsell, or cause to be issued, delivered or sold or createdsold, additional shares of MAMP Common Stock, shares of Preferred Stock or other equity securities or phantom capital stock or other contractual any Voting Debt or stock appreciation rights the value of which is determined in whole ANI or in part by the value of any equity security Subsidiary of MAMP ANI or obligating ANI or any Subsidiary of the MAMP Subsidiaries or obligating MAMP or any MAMP Subsidiary ANI to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except as set forth in Section 3.2(c) of the ANI Disclosure Schedule, agreement, right of first refusal, arrangement or undertaking. There there are no outstanding contractual obligations of MAMP ANI or any MAMP Subsidiary of its Subsidiaries (x) to repurchase, redeem or otherwise acquire any shares of MAMP Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP ANI or any of its Subsidiaries, or (y) pursuant to which ANI or any of its Subsidiaries is or could be required to register shares of ANI Common Stock or other securities under the MAMP Subsidiaries. Securities Act of 1933, as amended (dthe “Securities Act”), except any such contractual obligations entered into after the date hereof as permitted by Section 5.1. Except as set forth in Section 3.2(c) MAMP does not have a “poison pill” of the ANI Disclosure Schedule, there are no agreements, trust or similar stockholder rights planproxies that relate to the voting or control of any issued and outstanding capital stock of ANI or any Subsidiary of ANI. (e) Except as set forth on Schedule 2.5(e)in Section 3.2(e) of the ANI Disclosure Schedule, all since January 1, 2012, except as permitted by Section 5.1 after the date hereof, ANI has not (i) issued or permitted to be issued any shares of capital stock, stock appreciation rights or securities exercisable or exchangeable for or convertible into shares of capital stock of ANI; (ii) repurchased, redeemed or otherwise acquired, directly or indirectly, any shares of capital stock of ANI; or (iii) declared, set aside, made or paid to the stockholders of ANI dividends or other distributions on the MAMP Common outstanding shares of capital stock of ANI. (f) Pursuant to the terms of the Certificate of Incorporation of ANI: (i) the ANI Series D Preferred Stock is the only class or series of ANI Shares entitled to receive any consideration in connection with the Merger unless the Share Value exceeds the Series D Preference Amount; (ii) the ANI Series D Preferred Stock and the ANI Series C Preferred Stock are the only classes or series of ANI Shares entitled to receive any dividends consideration in connection with the Merger unless the Share Value exceeds the sum of the Series D Preference Amount and the Series C Preference Amount, (iii) the ANI Series D Preferred Stock, ANI Series C Preferred Stock and ANI Series B Preferred Stock are the only classes or distributions series of ANI Shares entitled to receive any consideration in connection with the Merger unless the Share Value exceeds the sum of the Series D Preference Amount, the Series C Preference Amount and the Series B Preference Amount, (iv) the ANI Series D Preferred Stock, ANI Series C Preferred Stock, ANI Series B Preferred Stock and ANI Series A Preferred Stock are the only classes or series of ANI Shares entitled to receive any consideration in connection with the Merger if the Share Value exceeds the sum of the Series D Preference Amount, the Series C Preference Amount and the Series B Preference Amount and (v) all other classes and series of ANI Shares, including the ANI Common Stock are to be cancelled at the Effective Time and no payment must be made with respect to any such other ANI Shares. Any ANI Warrants that remain outstanding after the Effective Time, will not, pursuant to their terms, entitle the holder thereof to receive upon exercise any equity or other interest in the Surviving Corporation or any other consideration. (g) Each of the stockholders of ANI listed on any Schedule I hereto who are executing Voting Agreements concurrently with the execution and delivery of this Agreement is an executive officer, director, affiliate, founder or holder of 5% or more of the voting equity securities of any MAMP Subsidiary which have been authorized or declared prior to ANI and all of such stockholders of ANI that are executing Voting Agreements collectively own 90% of 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)voting equity of ANI.

Capital Structure. (a) The authorized capital stock of MAMP Systinet consists of 50,000,000 145,000,000 shares of MAMP Systinet Common Stock, 1,000,000 and 82,940,000 shares of preferred stockSystinet Preferred Stock. As of the date hereof there are issued and outstanding 5,056,635 shares of Common Stock, 3,640,000 shares of Convertible Preferred Stock par value $0.01 par value per share (the “Convertible Preferred Stock”), 17,666,667 shares of which 20,000 shares are designated as Series A preferred stock, Convertible Preferred Stock par value $0.01 par value per share (the “Series A Preferred Stock”), 10,000 16,562,496 shares are designated as of Series B preferred stock, Convertible Preferred Stock par value $0.01 par value per share (( the “Series B Preferred Stock”), ) and 10,000 43,948,741 shares are designated as of Series C preferred stock, Convertible Preferred Stock par value $0.01 par value per share (the “Series C Preferred Stock”). Assuming (x) the Closing takes place on January 31, 2006 and (y) no additional Systinet Capital Stock is issued after the date hereof except upon conversion of outstanding Systinet Preferred Stock and the exercise of the Systinet Options and Systinet Warrants, on a fully diluted as converted into Systinet Common Stock basis (assuming, with respect to Systinet Options, only exercise of vested Systinet Options on such date), there would be 133,108,272 shares of Systinet Common Stock outstanding on January 31, 2006. There are not outstanding any adjustments made or required to be made to the conversion rates applicable to Systinet Preferred Stock set forth in the Systinet Charter. Other than the accruing dividends set forth in the terms of the Systinet Preferred Stock contained in the Systinet Charter, there are no declared or accrued but unpaid dividends with respect to any shares of Systinet Common Stock or Systinet Preferred Stock. As of the date of this Agreementhereof, (i) 2,610,568 the outstanding shares of MAMP Systinet Preferred Stock convert into the aggregate number of shares of Systinet Common Stock were issued and outstanding, (iiset forth in Section 2.2(a) 500 of the Systinet Disclosure Letter. Other than the shares of Series A Preferred Systinet Capital Stock were issued and outstandinglisted above, (iii) zero shares as of Series B Preferred Stock were issued and outstandingthe date hereof, (iv) zero shares of Series C Preferred Stock were there are no other issued and outstanding and (v) 70,000 shares of MAMP Common Systinet Capital Stock. Section 2.2(a) of the Systinet Disclosure Letter sets forth a true, correct and complete list (with names and record addresses) of all of Systinet’s security holders, the number of shares, options, warrants or other rights to acquire shares of Systinet Capital Stock were reserved for issuance pursuant owned and any Persons with rights to acquire Systinet securities (including all holders of outstanding MAMP Systinet Options, whether or not granted under the Systinet Option Plan, the exercise or vesting schedule, exercise price, and tax status of such options under Section 422 of the Code). All issued and outstanding shares of the capital stock of MAMP Systinet Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. All shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, assessable and are free of preemptive rights, rights of first refusal and “put” or “call” rights created by statute, Systinet’s organizational documents or any agreement to which Systinet is a party or by which it is bound or of which it has knowledge. Schedule 2.5(aExcept as set forth in the Systinet Charter or in Section 2.2(a) sets forth a true, complete and correct listof the Systinet Disclosure Letter, as of the date of this Agreement, of the outstanding MAMP Options, including the name of the Person to whom such MAMP Options have been granted (and the current holder of the MAMP Options if different than the grantee), the number of shares of MAMP Common Stock subject to each such MAMP Option, the grant date, the expiration date and exercise price for each such MAMP Option and whether such MAMP Option is vested or unvested. (b) All equity interests in each of the MAMP Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as indicated on Schedule 2.1(d) as owned by a third party, MAMP owns, directly or indirectly, all of the issued and outstanding ownership interests of each of the MAMP Subsidiaries set forth on Schedule 2.1(d), free and clear of all Liens, 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 securities of any MAMP Subsidiary or which would require any MAMP Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such MAMP Subsidiary ownership interests. (c) Except as set forth on Schedule 2.5(c)hereof, there are no securities, options, warrants, calls, rights, commitmentscommitments or (written or oral) Contracts (as defined in Section 8.4(c)), agreements, rights of first refusal, arrangements or undertakings of any kind to which MAMP or any MAMP Subsidiary Systinet is a party party, or by which any of them it is bound, obligating MAMP or any MAMP Subsidiary Systinet to issue, deliver deliver, sell, repurchase (other than Contracts set forth in Section 2.2(a) of the Systinet Disclosure Letter granting Systinet the right to purchase unvested shares upon termination of employment or sell service) or createredeem, or cause to be issued, delivered delivered, sold, repurchased or sold or createdredeemed, additional any shares of MAMP Common Stock, shares of Preferred any Systinet Capital Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of MAMP or any of the MAMP Subsidiaries and/or Systinet Options or obligating MAMP or any MAMP Subsidiary Systinet to issue, grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, right . Section 2.2(a) of first refusal, arrangement or undertaking. There are no outstanding contractual obligations the Systinet Disclosure Letter sets forth the number of MAMP or any MAMP Subsidiary to repurchase, redeem or otherwise acquire any shares of MAMP Systinet Common Stock, shares of Preferred Stock, or other equity securities of MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is a party to or, to the Knowledge of MAMP, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of MAMP or any Stock underlying Systinet Options that will become exercisable upon consummation of the MAMP Subsidiaries. (d) MAMP does not have Merger and the number of additional shares underlying Systinet Options that may become exercisable upon a “poison pill” or similar stockholder rights plan. (e) change in the holder’s employment circumstances after consummation of the Merger. Except as set forth on Schedule 2.5(ein Section 2.2(a) of the Systinet Disclosure Letter, there are no Contracts relating to voting, purchase or sale of any Systinet Capital Stock (1) between or among Systinet and any of its security holders, other than the Systinet Options, the Systinet Warrants and written contracts granting Systinet the right to purchase unvested shares upon termination of employment or service, and (2) to Systinet’s knowledge, between or among any of Systinet’s security holders. All outstanding Systinet securities were issued in compliance with all applicable foreign, federal and state securities laws. (b) Except for the Systinet Corporation 2001 Stock Option and Incentive Plan (the “Systinet Option Plan”), all dividends Systinet has never adopted or distributions on maintained any stock option plan or other plan providing for equity compensation of any person. As of the MAMP date hereof, Systinet has reserved 30,699,885 shares of Systinet Common Stock or for issuance to employees and directors of, and consultants to Systinet, upon the Preferred Stock and any dividends or distributions on any securities exercise of any MAMP Subsidiary options granted under the Systinet Option Plan, of which have been authorized or declared prior to 26,812,847 shares are issuable, as of the date hereof have been paid in full hereof, upon the exercise of outstanding, unexercised options. As of the Effective Time, all issued and outstanding options to purchase Systinet Capital Stock shall be duly authorized by all necessary corporate action. (except c) As of the Effective Time, none of the outstanding Systinet Common Stock will be subject to the extent vesting, and no holder of Systinet Options will be entitled to exercise such dividends have been publicly announced and are not yet due and payable)options before they become vested.