Common use of Capital Structure Clause in Contracts

Capital Structure. (a) The authorized capital stock of BlackRock, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of One Hundred Million (100,000,000) shares of Parent Common Stock, no par value, and Five Million (5,000,000) shares of preferred stock, no par value. At the close of business on January 16, 2006, (a) 33,108,999 shares of Parent Common Stock were issued and outstanding, (b) no shares of Parent Common Stock were held by Parent in its treasury, (c) 1,582,500 shares of Parent Common Stock were subject to outstanding options to purchase Parent Common Stock granted under any stock option plan of Parent (a “Parent Employee Stock Option”), (d) 3,242,500 additional shares of Parent Common Stock were reserved for issuance pursuant to stock option plans of Parent and (e) 81,516 shares of Parent Common Stock are currently reserved for issuance as restricted stock under Parent’s Key Man Incentive Plan. Except as set forth above, at the close of business on January 16, 2006, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since January 16, 2006, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock issued upon the exercise of Parent Employee Stock Options outstanding as of January 16, 2006. All outstanding shares of Parent Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the CGCL, the DGCL, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. There is no Voting Parent Debt. Except as set forth above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary is a party or by which any of them is bound (i) obligating BlackRock Parent or any Controlled Affiliate Parent Subsidiary to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or any Parent Subsidiary or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or similar rights with respect to the capital stock or equity of BlackRock or (iii) that give any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person person the right to vote, receive any economic benefit or that is convertible into right similar to or exercisable for capital stock or equity derived from the economic benefits and rights occurring to holders of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Parent Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as Stock. As of the date hereofof this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent Subsidiary.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of 100,000 shares of common stock (no par value). As of the date hereofof this Agreement, is 250,000,000 (i) 80,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares common stock are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, all of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stockduly authorized, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (bii) The authorized capital stock of BlackRock Merger Sub is 100 8,500 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All common stock are issuable upon the exercise of the issued and outstanding shares Parent Stock Options (with an average exercise price of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) $25.00 per share). Except as set forth in Schedule 4.2(c)above, as of the date of this Agreement, no shares of capital stock or other voting securities of Parent are issued, reserved for issuance or outstanding. As of the date of this Agreement, there are no outstanding Equity Rights bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sellconvertible into, or cause to be issuedexchangeable for, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a securities having the right to subscribe for vote) on any capital stock matters on which shareholders of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled AffiliatesParent may vote. Except as set forth in Schedule 4.2(c)this Section 4.2, one there are not and at the Effective Time there will not be, any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey kind to any Person which Parent is a party or by which it is bound relating to the right to voteissued or unissued capital stock of Parent, or that is obligating Parent to issue, deliver, transfer, grant or sell any shares of capital stock of, or other equity or voting interests in, or securities convertible into or exchangeable or exercisable for any capital stock or other equity or voting interests in, Parent or obligating Parent to issue, grant, extend or enter into any such option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except as described in Section 2.10, there are not any outstanding obligations of BlackRock Parent to repurchase, redeem or otherwise acquire, or make any payment in respect of, any shares of its Controlled Affiliates capital stock of Parent, or to provide funds to or make any investment (yin the form of a loan, capital contribution or otherwise) Equity Rights that entitle or convey to in, any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterother person. (db) 4,935,000 shares Parent has previously delivered to Subsidiary a true and complete list of BlackRock Class A the holders of record of the Parent Common Stock and 40,000,000 shares the holders of BlackRock Class B Common the Parent Stock are owned by PNC Options as of January 24, 2005, and prior to Closing shall provide Subsidiary with such a list as of the date hereof, which shall serve as the record date.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of 20,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, of Parent (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on the date of this Agreement, (i) 4,775,000 shares of Parent Common Stock and no shares of Parent Preferred Stock were, and as of the Closing Date will be, issued and outstanding, and (ii) no shares of Parent Common Stock were, and as of the Closing Date will be, held by Parent in its treasury. At the close of business on the date of this Agreement, warrants issued pursuant to the warrant agreement dated as of August 25, 2003 between Parent and Continental Stock Transfer & Trust Company (the “IPO Warrant Agreement”) to purchase 8,050,000 shares of Parent Common Stock (“Parent Warrants”) were, and as of the Closing Date will be, issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of Parent were, at the close of business on the date of this Agreement, or will be as of the Closing Date, issued, reserved for issuance or outstanding. All outstanding shares of Parent Capital Stock are, and all such shares that may be issued prior to the Effective Time will be as of the Effective Time, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law (the “DGCL”), the Parent Charter, the Parent By-laws or any Contract to which Parent is a party. As of the close of business on the date of this Agreement there are not, and as of the Closing Date there will not be, any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above or in the Parent Disclosure Letter (as defined in Section 4.11(a)) and except for an option granted to EarlyBirdCapital, Inc. to purchase 350,000 units (each unit consisting of one share of Parent Common Stock and two Parent Warrants), as of the date hereofof this Agreement there are not, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All as of the issued and outstanding shares of capital Closing Date there will not be, any options, warrants, rights, convertible or exchangeable securities, “phantom” stock have been duly authorized and validly issuedrights, are fully paid and nonstock appreciation rights, stock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. (b) The authorized capital stock of BlackRock Merger kind to which Parent or Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights a party (i) obligating BlackRock Parent or any Controlled Affiliate Sub to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or Sub or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Sub to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking 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 Parent Capital Stock. There are no outstanding or authorized stock appreciationAs of the date of this Agreement, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except other than as set forth in Schedule 4.2(c)the Parent Charter, one the Underwriting Agreement, the IPO Warrant Agreement or the Trust Agreement, there are not and as of BlackRock and its Controlled Affiliates has the Closing Date there will not be any (x) outstanding indebtedness that could convey contractual obligations of Parent or Sub to repurchase, redeem or otherwise acquire any Person the right to vote, or that is convertible into or exercisable for shares of capital stock of Parent or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSub. (db) 4,935,000 shares The authorized capitalization of BlackRock Class A Common Stock and 40,000,000 shares Sub consists of BlackRock Class B Common Stock are owned by PNC membership interests aggregating to 100%, all of which as of the close of business on the date hereofof this Agreement have been, and as the Closing Date will be, validly issued, fully paid and nonassessable and owned by Parent free and clear of any Lien.

Capital Structure. (ai) The authorized capital stock of BlackRock, as Alpha consists of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Alpha Common Stock. As of December 14, 2001, 44,174,096 shares of which 44,298,000 shares are Alpha Common Stock were issued and outstanding and 10,000,000 no other shares of Preferred Stock, capital stock of which zero shares are Alpha were issued and outstanding. As of December 14, 2001, 10,370,507 shares of Alpha Common Stock were reserved for issuance upon exercise of options outstanding under Alpha Stock Plans. As of December 14, 2001, no shares of Alpha Common Stock were held as treasury shares. Since December 14, 2001 to the date of this Agreement, no shares of capital stock of Alpha or any other securities of Alpha have been issued other than shares of Alpha Common Stock issued pursuant to options or rights outstanding as of December 14, 2001 under the Alpha Stock Plans. All of the issued and outstanding shares of capital stock have been of Alpha are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable, and have not been issued no class of capital stock of Alpha is entitled to preemptive rights. There are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Alpha other than options and other rights to acquire Alpha Common Stock from Alpha ("Alpha Stock Options") representing in violation the aggregate the right to purchase 6,619,900 shares of any Equity RightsAlpha Common Stock under the Alpha Stock Plans. Section 5.1(b) of the Alpha Disclosure Schedule sets forth a complete and correct list as of a recent date of all outstanding Alpha Stock Options and the exercise prices thereof. (bii) The authorized capital stock No bonds, debentures, notes or other indebtedness of BlackRock Merger Sub is 100 shares Alpha having the right to vote on any matters on which stockholders of Merger Sub Common Stock, of which one share is Alpha may vote ("Alpha Voting Debt") are issued and or outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (ciii) Except as otherwise set forth in Schedule 4.2(cthis Section 5.1(b), as of the date of this Agreement, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Alpha or any Controlled Affiliate of its Subsidiaries is a party or by which any of them is bound obligating Alpha or any of its Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other voting securities of BlackRock Alpha or any of its Controlled Affiliates Subsidiaries or (iii) obligating BlackRock Alpha or any Controlled Affiliate of its Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity obligations of BlackRock Alpha or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)Subsidiaries to repurchase, one redeem or otherwise acquire any shares of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock Alpha or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 320,000,000 shares of BlackRock Class A Parent Common Stock. At the close of business on June 30, 2001, (i) 156,074,952 shares of which 19,799,640 shares are Parent Common Stock were issued and outstanding, 100,000,000 (ii) 81,175,767 shares of BlackRock Class B Parent Common Stock were held by Parent in its treasury, and (iii) 5,233,644 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee stock options to purchase shares of Parent Common Stock. Except as set forth above, at the close of which 44,298,000 shares are issued and outstanding and 10,000,000 business on June 30, 2001, no shares of Preferred Stockcapital stock or other voting securities of the Parent were issued, of which zero shares are issued and reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have are not been subject to and were not issued in violation of any Equity Rights. (b) The authorized preemptive rights. To the knowledge of Parent, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of BlackRock Merger Sub is 100 shares Parent. There are no bonds, debentures, notes or other indebtedness of Merger Sub Common StockParent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of which one share is issued and outstandingParent may vote. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, as of the date of this Agreement, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any Controlled Affiliate of its subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving other voting securities of Parent or of any Person a right to subscribe for any capital stock of BlackRock its subsidiaries or obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity contractual obligations of BlackRock Parent or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)subsidiaries to repurchase, one redeem or otherwise acquire any shares of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock of Parent or equity its subsidiaries. There are no agreements, arrangements or commitments of BlackRock any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of Parent or any of its Controlled Affiliates subsidiaries or assets or calculated in accordance therewith (yother than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock cause Parent or any of its Controlled Affiliates on subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any matter. (d) 4,935,000 securities of Parent. As of the date of this Agreement, the authorized capital stock of Sub consists of 25,000 shares of BlackRock Class A Common Stock common stock, no par value of which 100 shares have been validly issued, are fully paid and 40,000,000 shares of BlackRock Class B Common Stock nonassessable and are owned by PNC as Parent free and clear of the date hereofany Liens.

Capital Structure. (a) The As of the Effective Date, the authorized capital stock of BlackRock, as Holdings consists of the date hereof, is 250,000,000 100,000,000 shares of BlackRock Class A Holdings Common Stock, and 10,000,000 shares of which 19,799,640 preferred stock, par value $0.01 per share. As of the Effective Date, (i) [81,400,000] shares are of Holdings Common Stock and no shares of preferred stock were issued and outstanding, 100,000,000 (ii) no options or warrants for shares of BlackRock Class B Holdings Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are Stock were issued and outstanding; and (iii) no shares of Holdings Common Stock were held in the treasury of the Company. All of the issued and outstanding shares of capital stock have been Holdings Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable assessable. As of the Effective Date, TAI has 1,000 authorized and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockcommon stock, par value $0.01 per share, all of which one share is shares are owned by Holdings. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Voting Debt") of Holdings or TAI issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no equity interests of Holdings or TAI authorized, issued or outstanding Equity Rights and there are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments of any character, relating to the issued or unissued equity interests of Holdings or TAI, obligating BlackRock Holdings or any Controlled Affiliate TAI to issue, deliver, redeem, purchase transfer or sell, sell or cause to be issued, deliveredtransferred or sold any equity interest or Voting Debt of, redeemedor other equity interest in, purchased Holdings or sold, any capital stock or related rightsTAI, (ii) giving any Person a right to subscribe securities convertible into or exchangeable for any capital stock of BlackRock or any of its Controlled Affiliates such equity interests or (iii) obligating BlackRock obligations of Holdings or any Controlled Affiliate TAI to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, preemptive right, subscription or other right, convertible security, agreement, arrangement or commitment. Holdings has not granted to any Person any rights to have any securities registered under the Securities Act. (b) There are no outstanding voting trusts, proxies, shareholders agreements or authorized stock appreciation, phantom stock, profit participation other agreements or similar rights understandings to which Holdings is a party with respect to the voting or transfer of the equity interests or capital stock or equity of BlackRock or any of its Controlled AffiliatesHoldings. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey Holdings is not a party to any Person agreement or obligation, contingent or otherwise, to redeem, repurchase or otherwise acquire or retire any equity interests of Holdings, whether as a result of the right to vote, transactions contemplated by this Agreement or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterotherwise. (dc) 4,935,000 shares Holdings has not (i) made or agreed to make any split of BlackRock Class A Common Stock and 40,000,000 shares its equity interests or dividend, or issued or permitted to be issued any equity interests, or securities exercisable for or convertible into equity interests, of BlackRock Class B Common Stock are owned by PNC as Holdings, (ii), repurchased, redeemed or otherwise acquired any equity or membership interests of Holdings, or (iii) declared, set aside, made or paid any dividends or other distributions on the date hereofoutstanding equity interests of Holdings.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 100,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stockno par value, of which 44,298,000 7,325,000 shares of Parent Common Stock are issued and outstanding and 10,000,000 no shares of Preferred StockParent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, options and otherwise. Except as set forth above, no shares of which zero shares capital stock or other equity securities of Parent are issued and issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable, not subject to preemptive rights, and have not been issued in violation compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Equity Rights. (b) The authorized capital stock matters on which shareholders of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingParent may vote. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any Controlled Affiliate of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other equity securities of BlackRock Parent or any of its Controlled Affiliates subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity arrangements of BlackRock Parent or any of its Controlled Affiliates. Except as set forth subsidiaries to repurchase, redeem or otherwise acquire or make any payment in Schedule 4.2(c), one respect of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for shares of capital stock or equity of BlackRock Parent or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders subsidiaries. The authorized capital stock of BlackRock or any Merger Sub consists of its Controlled Affiliates on any matter. (d) 4,935,000 1,000 shares of BlackRock Class A Common Stock and 40,000,000 common stock (of which 900 shares of BlackRock Class B Common Stock are owned by PNC as the Parent and 100 shares owned by the Company), par value $0.001 per share, of which 1,000 shares have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the date hereofissuance of securities, and are owned by Parent, free and clear of any lien.

Capital Structure. (a) The authorized capital stock of BlackRock, as of the Parent on the date hereof, is 250,000,000 hereof consists of 500,000,000 shares of BlackRock Class A Parent Common StockStock and 12,500,000 shares of preferred stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 (a) 202,308,728 shares of BlackRock Class B Parent Common Stock, of which 44,298,000 shares Stock are issued and outstanding and 10,000,000 (before giving effect to the issuances to be made at Closing), (b) no shares of Preferred Stockpreferred stock of the Parent are authorized, of which zero shares are issued and outstanding and (c) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All The Parent is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Parent Subsidiary. All outstanding shares of the capital stock have been of the Parent and each Parent Subsidiary are, and all such shares that may be issued prior to the Closing Date and following the Closing Date to the Shareholders hereunder will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other Indebtedness of the Parent or any Parent Subsidiary having the right to vote (bor convertible into, or exchangeable for, securities having the right to vote) The authorized capital stock on any matters on which holders of BlackRock Merger Sub is 100 the Parent Common Stock or the shares of Merger Sub Common Stock, of which one share is issued and outstandingany Parent Subsidiary may vote (“Voting Parent Debt”). All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, as of the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent or any Parent Subsidiary is a party or by which any of them is bound (ia) obligating BlackRock the Parent or any Controlled Affiliate Parent Subsidiary to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, the Parent or any of its Controlled Affiliates Parent Subsidiary or any Voting Parent Debt, (iiib) obligating BlackRock the Parent or any Controlled Affiliate Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation of the Parent or similar rights with respect of any Parent Subsidiary. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A the Parent Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofof this Agreement.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 Eight Hundred Million (800,000,000) shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 Ten Million (10,000,000) shares of BlackRock Class B Common Stockpreferred stock, par value $0.001 per share, of which 44,298,000 (i) 2,326,557 shares of Parent Common Stock are issued and outstanding and 10,000,000 (ii) One Million Five Hundred Thousand (1,500,000) shares of Preferred Stock are designated as Series A Convertible Preferred Stock, all of which zero are outstanding and which are convertible into an aggregate of One Hundred and Fifty Million (150,000,000) shares of Parent Common Stock and (iii) no shares of Parent Common Stock or preferred stock are issued held by the Parent in its treasury. Parent also has stock purchase warrants for the purchase of 989,449 shares of Parent Common Stock, 436,377 shares of Parent Common Stock reserved for issuance under existing stock incentive plans and stock options for the purchase of 237,554 shares of Parent Common Stock outstanding. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, including the Parent Stock, are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares NRS, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Merger Sub Common the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. may vote (c) “Voting Parent Debt”). Except as set forth in Schedule 4.2(c)the Parent SEC Documents or the Parent Disclosure Schedule, as of the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking 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 with respect occurring to holders of the capital stock or equity of BlackRock or any of its Controlled Affiliatesthe Parent. Except as set forth in the Parent SEC Documents or the Parent Disclosure Schedule 4.2(c)or as otherwise contemplated hereby, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey the Parent is not a party to any Person agreement granting any security holder of the Parent the right to vote, or that is convertible into or exercisable for cause the Parent to register shares of the capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as other securities of the date hereofParent held by such security holder under the Securities Act.

Capital Structure. (a) The authorized share capital of Parent consists of 350,000,000 shares of Parent Common Stock and 25,000,000 shares of preferred stock, $0.01 par value (“Parent Preferred Stock”). At the close of business on June 23, 2011, (i) 53,885,888 shares of Parent Common Stock and no shares of Parent Preferred Stock were issued and outstanding, (ii) no shares of Parent Common Stock and Parent Preferred Stock were held by Parent in its treasury, and (iii) 7,551,337 shares of Parent Common Stock were reserved for issuance under Parent Employee Plans, of which 5,424,567 were subject to outstanding options or the grant of rights to purchase shares of Parent Common Stock, 819,616 were restricted Parent Common Stock and 1,307,154 shares of Parent Common Stock were available for future option or restricted share grants. Except as set forth above, at the close of business on June 23, 2011, no shares of capital stock or other voting securities of BlackRockParent were issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware (the “DGCL”), the Parent Charter Documents or any Contract to which Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of shares of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent or any of its Subsidiaries is a party or by which any of them is bound (i) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, Parent or of any of its Subsidiaries or any Voting Parent Debt or (ii) obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity contractual obligations of BlackRock Parent or any of its Controlled Affiliates. Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its Subsidiaries. (b) Except as set forth in Schedule 4.2(c)Section 4.4(b) of the Parent Disclosure Schedule, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to votesince December 31, or that is convertible into or exercisable for capital stock or equity of BlackRock or 2010, neither Parent nor any of its Controlled Affiliates Subsidiaries has issued any Parent Stock Options or (y) Equity Rights restricted shares of Parent Common Stock or granted any awards. Parent has made available to the Company accurate and complete copies of all equity plans pursuant to which Parent has granted any awards that entitle or convey are currently outstanding and the form of all equity award agreements. All shares of Parent Common Stock subject to issuance with respect to any Person award have been duly authorized and, upon issuance on the right terms and conditions specified in the instrument pursuant to vote which they are issuable, will be validly issued, fully paid and nonassessable. All outstanding shares of Parent Common Stock, all outstanding Parent Stock Options, and all outstanding shares of capital stock of each Subsidiary of Parent have been issued and granted (i) in compliance with all applicable securities laws and other applicable Laws and (ii) in material compliance with all applicable requirements set forth in the shareholders of BlackRock or any of its Controlled Affiliates on any matterParent Employee Plans. (dc) 4,935,000 shares The authorized capital stock of BlackRock Class A Common Stock Merger Sub consists of 100 ordinary shares, par value NIS 0.01 per share, all of which have been validly issued, are fully paid and 40,000,000 shares of BlackRock Class B Common Stock nonassessable and are owned by PNC as Parent free and clear of the date hereofany Lien.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 (i) 130,000,000 shares of BlackRock Parent Class A Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share ("Parent Preferred Stock"). As of the close of business on September 22, 1997, there are (i) 52,097,548 shares of which 19,799,640 Parent Class A Common Stock and no shares are of Parent Preferred Stock issued and outstanding, 100,000,000 ; (ii) 739,363 shares of BlackRock Parent Class B A Common Stock, Stock held in the treasury of which 44,298,000 shares are issued Parent; and outstanding and 10,000,000 (iii) 8,441,164 shares of Preferred StockParent Class A Common Stock reserved for issuance pursuant to the Employee Stock Plan, the 1993 Stock Plan for Non-Employee Directors, and the Amended and Restated 1993 Stock Plan (the "Parent Stock Plans"). Except as set forth above, no shares of which zero shares capital stock or other equity securities of Parent are issued and issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Equity Rights. (b) The authorized capital stock matters on which stockholders of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingParent may vote. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any Controlled Affiliate of its subsidiaries is a party or by which any of them is bound obligating Parent or any of its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other equity or voting securities of BlackRock Parent or any of its Controlled Affiliates subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its subsidiaries to issue, grant, adopt extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Other than pursuant to the Parent Stock Plans and the Citibank Equity Right. There Options Stock Buyback Program, there are no outstanding contractual obligations, commitments, understandings or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity arrangements of BlackRock Parent or any of its Controlled Affiliates. Except as set forth subsidiaries to repurchase, redeem or otherwise acquire or make any payment in Schedule 4.2(c), one respect of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for shares of capital stock or equity of BlackRock Parent or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders subsidiaries. The authorized capital stock of BlackRock or any Sub consists of its Controlled Affiliates on any matter. (d) 4,935,000 100 shares of BlackRock Class A Common Stock common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and 40,000,000 shares of BlackRock Class B Common Stock nonassessable and are owned by PNC as Parent, free and clear of the date hereofany Lien.

Capital Structure. As of the date hereof, the authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $1.00 per share, of Parent (a“Parent Preferred Stock”). At the close of business on September 15, 2006, (i) 111,307,692 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) 4,085,750 shares of Parent Common Stock were subject to outstanding options to purchase or Parent’s obligation to issue shares of Parent Common Stock granted under Parent’s stock incentive plans and other employment arrangements, and (iv) 200,000 shares of Parent Preferred Stock have been designated as Series A Preferred Stock, all of which shares are reserved for issuance upon exercise of the preferred stock purchase rights issuable pursuant to the Rights Agreement, dated as of May 30, 2001 between Parent and Computershare Investor Services, LLC, as Rights Agent. Except as set forth above in this Section 3.02(b), at the close of business on September 15, 2006, there were not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of Parent, (B) any securities of Parent convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent or (C) any warrants, calls, options or other rights to acquire from Parent, or any obligation of Parent to issue, any shares of capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent. Except as set forth above in this Section 3.02(b), at the close of business on September 15, 2006, no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the stockholders of Parent may vote are issued or outstanding. The authorized capital stock of BlackRock, as Merger Sub consists of the date hereof, is 250,000,000 1,000 shares of BlackRock Class A Common Stockcommon stock, no par value, of which 19,799,640 100 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, all of which 44,298,000 shares are issued owned beneficially and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rightsrecord by Parent. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (ai) The As of November 14, 2012, the authorized share capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 (A) 100,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 39,680,384 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are were issued and outstanding and 10,000,000 (B) 5,000,000 shares of Preferred Stockpreferred stock of Parent, none of which zero shares are were issued and outstanding. All of the issued and outstanding shares of capital stock Parent Common Stock and all shares of Parent Common Stock which are to be issued pursuant to the Merger have been duly authorized and will be, when issued in accordance with the terms of this Agreement, validly issued, are fully paid and non-assessable nonassessable and have are not been issued in violation of subject to any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingpreemptive or similar right. All Each of the issued and outstanding shares of Merger Sub Common Stock have been capital stock, ownership interests or other securities of each of Parent’s Subsidiaries is duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation is owned by Parent or a direct or indirect wholly owned Subsidiary of Parent, free and clear of any Equity Rights. Lien, pledge, security interest, claim or other encumbrance. Except pursuant to Parent’s stock plans (c) Except as set forth in Schedule 4.2(ccollectively, the “Parent Stock Plans”), there are no preemptive or other outstanding Equity Rights (i) obligating BlackRock rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock, ownership interests or other securities of Parent or any Controlled Affiliate to issue, deliver, redeem, purchase of its Subsidiaries or sellany securities or obligations convertible or exchangeable into or exercisable for, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for or acquire, any capital stock securities of BlackRock Parent or any of its Controlled Affiliates Subsidiaries, and no securities or obligations evidencing such rights authorized, issued or outstanding. (iiiii) obligating BlackRock or any Controlled Affiliate As of November 14, 2012, there were 4,021,810 shares of Parent Common Stock subject to issueoutstanding options to purchase shares of Parent Common Stock (“Parent Options”), grantand 1,576,759 shares of Parent Common Stock were reserved for future option grants. All shares of Parent Company Stock that may be issued pursuant to the Parent Stock Plans will be, adopt or enter into any such Equity Rightwhen issued in accordance with the respective terms thereof, duly authorized and validly issued and will be fully paid and non-assessable. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with With respect to the capital stock or equity Parent Options, each such grant was properly accounted for in all material respects in accordance with U.S. GAAP in the consolidated financial statements (including the related notes thereto) of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock Parent and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person Subsidiaries contained in the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterParent Reports. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been of each Asset Seller that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding ownership interests of each Target Company and each Canadian Asset Seller that is a partnership or limited liability company or state law trust or foreign trust are duly authorized and validly issued. There are no shares of capital stock of (or other ownership interests in) in any Target Company or Asset Seller that may be issued upon exercise of outstanding options or exchange rights. The Company owns, directly or indirectly, all of the outstanding capital stock or other ownership interests of each Target Company and each Asset Seller, which constitute the only issued and outstanding capital stock or other ownership interests of the Target Companies or Asset Sellers, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are fully paid not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and non-assessable for which adequate reserves are being maintained by the Target Company, and have not been issued in violation there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any Equity Rightscharacter relating to the outstanding capital stock, ownership interests, or other securities of any Target Company or any Asset Seller or which would require any Target Company or any Asset Seller to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)Section 4.3(b) of the Seller Disclosure Letter, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which the Company, the Operating Partnership, any Seller or any Controlled Affiliate Target Company is a party or by which any of them is bound, obligating any Seller Party or any Target Company to issue, deliver, redeem, purchase deliver or sellsell or create, or cause to be issued, delivereddelivered or sold or created, redeemed, purchased additional shares of Company Common Stock or sold, any capital other equity securities or phantom stock or related other contractual rights, (ii) giving the value of which is determined in whole or in part by the value of any Person a right to subscribe for equity security of any capital stock of BlackRock Seller Party or any of its Controlled Affiliates Target Company or (iii) obligating BlackRock any Seller Party or any Controlled Affiliate Target Company to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliatesundertaking. Except as set forth in Schedule 4.2(c)Section 4.3(b) of the Seller Disclosure Letter, one there are no outstanding contractual obligations of BlackRock any Seller Party or any Target Company to repurchase, redeem or otherwise acquire any shares of Company Common Stock or other securities of any Seller Party or any Target Company. Neither any Seller Party nor any Target Company is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and its Controlled Affiliates has proxies) of any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or any equity security of BlackRock any Seller Party or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterTarget Company. (dc) 4,935,000 All dividends or other distributions on the shares of BlackRock Class A Company Common Stock and 40,000,000 shares any dividends or other distributions on any securities of BlackRock Class B Common Stock any Seller, any Target Company or any Asset Seller which have been authorized or declared prior to the Effective Date have been paid in full (except to the extent such dividends have been publicly announced and are owned by PNC as of the date hereofnot yet due and payable).

Capital Structure. (a) The authorized shares of capital stock of BlackRockParent and the outstanding shares of such capital stock and the outstanding awards to purchase Parent Common Stock, as of the date hereofof this Agreement, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All as provided in Section 3.2(c) of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity RightsDisclosure Letter. (bi) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All As of the issued and outstanding shares date of Merger Sub Common Stock have been duly authorized and validly issuedthis Agreement, are fully paid and non-assessable and have not been issued except as disclosed in violation Section 3.2(c) of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the Parent Disclosure Letter, there are no issued and outstanding Equity Rights or reserved for issuance: (iA) obligating BlackRock shares or other equity securities of Parent; (B) restricted shares of Parent Common Stock or performance stock awards relating to the equity interests of Parent; (C) securities of Parent or any Controlled Affiliate Parent Subsidiary convertible into or exchangeable for stock or other equity securities of Parent or any Parent Subsidiary; and (D) Convertible Rights to which Parent or any Parent Subsidiary is a party or by which it is bound in any case obligating Parent or any Parent Subsidiary to issue, deliver, redeemsell, purchase purchase, redeem or sellacquire, or cause to be issued, delivered, redeemed, purchased or sold, any capital purchased, redeemed or acquired, stock or related rightsother equity securities of Parent or of any Parent Subsidiary, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matteragreement. (dii) 4,935,000 All outstanding shares of BlackRock Class A Common Stock Parent are, and 40,000,000 all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of, any preemptive right, purchase option, call option, right of first refusal, subscription or any other similar right. (iii) All dividends or distributions on securities of Parent or any material dividends or distributions on any securities of any Parent Subsidiary (other than any wholly owned Parent Subsidiaries) that have been declared or authorized prior to the date of this Agreement have been paid in full, other than accrued dividends on outstanding preferred stock of Parent. (iv) Except for this Agreement or as disclosed in Section 3.2(c) of the Parent Disclosure Letter, there are not any: (A) shareholder agreements, voting trusts, proxies or other agreements or understandings relating to the voting of any shares of BlackRock Class B Common Stock are owned Parent to which Parent or any Parent Subsidiary is a party or by PNC which it is bound or (B) agreements or understandings relating to the sale or transfer (including agreements imposing transfer restrictions) of any shares of Parent or any Parent Subsidiary is a party or by which it is bound. (v) Except as disclosed in Section 3.2(c) of the date hereofParent Disclosure Letter, no holder of securities in Parent or any Parent Subsidiary has any right to have the offering or sale of such securities registered by Parent or any Parent Subsidiary, as the case may be.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 (1) 200,000,000 shares of BlackRock Class A Common Stockcommon stock, par value $0.001 per share, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 11,870,000 shares are issued and outstanding (before giving effect to the issuances to be made at Closing); and 10,000,000 (2) 100,000,000 shares of preferred stock, par value $0.001 per share, of which 10,000,000 have been designated as Series A Preferred Stock, and of which zero 0 shares are issued and an outstanding. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Merger Sub Common Stock have been duly authorized and validly issuedthe Parent having the right to vote (or convertible into, are fully paid and non-assessable and have not been issued in violation or exchangeable for, securities having the right to vote) on any matters on which holders of any Equity Rights. the Parent Shares may vote (c) “Voting Parent Debt”). Except as set forth in Schedule 4.2(c)the Parent SEC Documents, as of the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ia) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, the Parent or any of its Controlled Affiliates or Voting Parent Debt, (iiib) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as other securities of the date hereofParent held by such security holder under the Securities Act.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 75,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 3,915,160 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are shall be issued and outstanding and 10,000,000 shares immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of Preferred Stockimmediately prior to the Closing, of which zero shares are issued and outstanding. All there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of the issued and Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding shares of capital stock have been duly authorized and validly issuedsecurities, are fully paid and non-assessable and have not been issued in violation options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub kind to which the Parent is 100 shares of Merger Sub Common Stock, of a party or by which one share it is issued and outstanding. All of bound obligating the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital additional common stock of BlackRock the Parent or any other equity or voting securities of its Controlled Affiliates the Parent or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or authorized arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock appreciationof the Parent or any other securities of the Parent. As of immediately prior to the Closing, phantom stock, profit participation there will be no agreements or similar rights arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the capital stock or equity Parent. The issuance of BlackRock or the Parent Stock will not trigger any anti-dilution rights of its Controlled Affiliatesany existing securities of the Parent. Except as set forth disclosed in Schedule 4.2(c)the Parent’s public securities filings, one as of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to voteClosing, there will be no rights, subscriptions, warrants, options, conversion rights, or that is agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exercisable exchangeable for any shares of capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofParent.

Capital Structure. (a) The authorized capital stock of BlackRockthe Parent consists of 120,000,000 shares of Common Stock, par value $0.001 per share (“Parent Common Stock”), and 30,000,000 shares of preferred stock, par value $0.001 per share. As of the date hereof (i) 28,965,000 shares of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth in the Parent Disclosure Letter, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent Disclosure Letter, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ia) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, the Parent or any of its Controlled Affiliates or Voting Parent Debt, (iiib) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or equity otherwise acquire any shares of BlackRock or any capital stock of its Controlled Affiliatesthe Parent. Except as set forth in Schedule 4.2(c)the Parent Disclosure Letter, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey the Parent is not a party to any Person agreement granting any securityholder of the Parent the right to vote, or that is convertible into or exercisable for cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 issued and outstanding shares of BlackRock Class A the Parent’s Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofStock.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 One Hundred Million (100,000,000) shares of BlackRock Class A Common Stockcommon stock, par value $0.001 per share, of which 19,799,640 shares are issued and outstanding, 100,000,000 Seven Million One Hundred Eighty Seven Thousand Four Hundred Ninety Eight (7,187,498) shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Stock are issued and outstanding (before giving effect to the issuances to be made at Closing) and 10,000,000 Five Million (5,000,000) shares of Preferred Stock, preferred stock of which zero shares none are issued and outstandingissued. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Merger Sub Common the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). Except in connection with the Transactions, are fully paid and non-assessable and have not been issued in violation as of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking 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 the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.

Capital Structure. (ai) The authorized capital stock of BlackRock, as As of the date hereof, is 250,000,000 shares the authorized capital stock of BlackRock Class A Common Stock, Parent consisted of 15,000,000 Parent Ordinary Shares of which 19,799,640 7,360,311 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are were issued and outstanding and 10,000,000 no shares were held in the treasury of Parent. All issued and outstanding shares of Preferred Stockthe capital stock of Parent are, of which zero shares and when Parent Ordinary Shares are issued in the Merger will be, duly authorized, validly issued, fully paid and outstandingnon-assessable and free of any preemptive rights. All As of the date hereof, there are no outstanding options, warrants convertible securities or other rights to acquire capital stock of Parent. The Parent Disclosure Schedule sets forth a complete and accurate list of each Subsidiary of the Parent and the number of authorized, issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rightseach of such Subsidiary. (bii) The authorized No bonds, debentures, notes or other indebtedness of Parent having the right to vote on any matters on which holders of capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is Parent may vote are issued and or outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (ciii) Except as set forth in Schedule 4.2(c)As of the date of this Agreement, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any Controlled Affiliate of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other voting securities of BlackRock Parent or any of its Controlled Affiliates Subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity obligations of BlackRock Parent or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)Subsidiaries to repurchase, one redeem or otherwise acquire any shares of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock Parent or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (ai) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 800,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 461,995,594 shares are of Parent Common Stock were issued and outstanding, outstanding as of the date hereof and 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Serial Preferred Stock, none of which zero shares are is issued and outstandingor outstanding on the date hereof. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Parent Common Stock have been duly authorized and are validly issued, are fully paid and non-assessable nonassessable. As of the date hereof, other than up to 4,600,000 shares of Parent Common Stock issuable pursuant to the (A) terms of outstanding awards under employee incentive awards for employees of Parent, or (B) pursuant to this Agreement, there were no options to purchase shares of Parent Common Stock issued and have not been issued in violation of any Equity Rights. (c) outstanding. Except as set forth in Schedule 4.2(c), this Section 5.2(b) there are no preemptive or other outstanding Equity Rights (i) obligating BlackRock rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any Controlled Affiliate of its Subsidiaries to issue, deliver, redeem, purchase issue or sell, or cause to be issued, delivered, redeemed, purchased or sold, sell any shares of capital stock or related rightsother equity securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, (ii) or giving any Person a right to subscribe for or acquire, any capital stock equity securities of BlackRock Parent or any of its Controlled Affiliates Subsidiaries, and no securities or (iii) obligating BlackRock obligations evidencing such rights are authorized, issued or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth except in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote connection with the shareholders of BlackRock or any of its Controlled Affiliates on any matterMerger. (dii) 4,935,000 Upon any issuance of shares of BlackRock Class A Parent Common Stock and 40,000,000 pursuant to this Agreement, such shares of BlackRock Class B Parent Common Stock will be duly authorized, validly issued, fully paid and non-assessable, approved for listing on the NYSE, subject only to official notice of issuance, and freely saleable and not subject to any resale restrictions except to the extent such restrictions are owned by PNC as due to the status of the date hereofholder thereof.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of (i) 500,000,000 Parent Shares, of which 122,542,410 Parent Shares were issued and outstanding as of the close of business on September 30, 2020, of which 3,934,916 are subject to forfeiture conditions, and (ii) 25,000,000 preferred shares, par value $0.001 per share, of which none are issued and outstanding as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock Parent Shares have been duly authorized and are validly issued, are fully paid and non-assessable nonassessable. As of September 30, 2020, other than (i) 3,735,550 Parent Shares reserved for future issuance under the 2019 Stock Option and have not been issued Incentive Plan (as amended, restated, supplemented or otherwise modified from time to time in violation of any accordance with its terms, the “Parent Stock Plan”), (ii) 9,973 Parent Shares reserved for future issuance under the 2019 Inducement Equity Rights. Plan, (biii) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock3,123,169 Parent Shares reserved for future issuance under the 2019 Parent Employee Stock Purchase Plan and (iv) 7,986,544 Parent Shares subject to outstanding options to purchase Parent Shares, of which one share is issued and outstandingParent has no Parent Shares reserved for issuance. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no preemptive or other outstanding Equity Rights (i) obligating BlackRock rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of any kind that obligate Parent or any Controlled Affiliate of its Subsidiaries to issue, deliver, redeem, purchase issue or sell, or cause to be issued, delivered, redeemed, purchased or sold, sell any shares of capital stock or related rightsother securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, (ii) or giving any Person a right to subscribe for or acquire, any capital stock securities of BlackRock Parent or any of its Controlled Affiliates Subsidiaries, and no securities or (iii) obligating BlackRock obligations evidencing such rights are authorized, issued or outstanding. Upon any Controlled Affiliate to issueissuance of any Parent Shares in accordance with the terms of the Parent Stock Plan, grantsuch Parent Shares will be duly authorized, adopt validly issued, fully paid and nonassessable and free and clear of any Liens. Parent does not have outstanding any bonds, debentures, notes or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to other obligations the capital stock or equity holders of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person which have the right to vote, vote (or that is which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. From September 30, 2020 to the date of this Agreement, no Parent Shares have been issued, other than in connection with the vesting, settlement or exercise of equity awards that were issued and outstanding as of September 30, 2020 under the Parent Stock Plan. (b) Section 6.2(b) of the Parent Disclosure Letter sets forth, as of the date of the information set forth therein, (i) each of Parent’s Subsidiaries and the ownership interest of Parent in each such Subsidiary and (ii) Parent’s capital stock stock, equity interest or other direct or indirect ownership interest in any other Person, other than equity of BlackRock securities in a publicly traded company (A) held for investment by Parent or any of its Controlled Affiliates or Subsidiaries and (yB) Equity Rights that entitle or convey to any Person the right to vote with the shareholders consisting of BlackRock or any of its Controlled Affiliates on any matter. less than one percent (d1%) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofoutstanding capital stock of such company.

Capital Structure. (ai) The authorized capital stock of BlackRockParent consists of 5,000,000,000 shares of Parent Common Stock, of which 2,331,018,041 shares were outstanding as of the close of business on March 31, 2001, and 6,000,000 shares of Serial Preferred Stock, par value $5.00 per share (the "Parent Preferred Stock"), none of which was outstanding as of the close of business on March 31, 2001. All of the outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable. As of March 31, 2001, 144,645,878 shares of Parent Common Stock were held in treasury by Parent or Parent Subsidiaries. As of the date hereof, Parent has no commitments (including contingent or conditional commitments) to issue or deliver shares of Parent Common Stock or Parent Preferred Stock except that, as of March 31, 2001, there were outstanding options or other rights to purchase or receive up to 39,248,712 shares of Parent Common Stock granted pursuant to compensation, incentive and benefit plans, programs, agreements and arrangements ("Parent Plans"), and up to approximately 52,813,243 shares of Parent Common Stock were reserved for issuance or held for delivery pursuant to the Parent Plans (including pursuant to such outstanding options). (ii) Except as set forth above and for changes since March 31, 2001 resulting from the exercise of stock options or other rights outstanding on such date, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares hereof (i) there are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding no shares of capital stock have been duly authorized and validly issuedor other voting securities of Parent authorized, are fully paid and non-assessable and have not been reserved, issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and or outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) neither Parent nor any of its Subsidiaries is a party to any agreement creating preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible securities or other agreements, arrangements or commitments of any character relating to, or the value of which is determined by reference to, the issued or unissued share capital or other ownership interest of Parent, and (iii) neither Parent nor any of its Subsidiaries is a party to any agreement creating any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any capital stock equity securities of BlackRock Parent, and no equity securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates Subsidiaries has any (x) outstanding indebtedness that could convey to any Person bonds, debentures, notes or other obligations the holders of which have the right to vote, vote (or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person securities having the right to vote vote) with the shareholders of BlackRock or any of its Controlled Affiliates Parent on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 One Hundred Fifty Million (150,000,000) shares of BlackRock Class A Common Stockcommon stock, of which 19,799,640 shares are issued par value US$ 0.0001 per share and outstanding, 100,000,000 Five Million (5,000,000) shares of BlackRock Class B Common Stockpreferred stock with a par value of US $0.0001. Except as set forth in the Parent SEC Documents, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding no other shares of capital stock have been or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares laws of Merger Sub Common Stock have been duly authorized and validly issuedthe ▇▇▇▇▇▇▇▇ Islands, are fully paid and non-assessable and have not been issued in violation of the Parent Charter, the Parent Bylaws or any Equity Rights. (c) Contract to which the Parent is a party or otherwise bound. Except as set forth in Schedule 4.2(c)the SEC Documents, there are no outstanding Equity Rights bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except in connection with the Transactions or as described in the SEC Documents, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking 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 the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciationof the Parent. Other than as set forth in the SEC Documents, phantom stock, profit participation or similar rights with respect the Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 500,000,000 shares of BlackRock Class A Common Stock, par value $0.01 per share, and 5,000,000 shares of which 19,799,640 preferred stock, par value $0.01 per share ("Preferred Stock"). At the close of business on April 1, 2000, (a) 128,601,855 shares are of Parent Common Stock were issued and outstanding, 100,000,000 (b) no shares of BlackRock Class B Parent Common StockStock were held by the Parent in its treasury, of which 44,298,000 shares are issued and outstanding and 10,000,000 (c) 14,754,919 shares of Preferred StockParent Common Stock were reserved for issuance pursuant to Parent's stock option and employee stock purchase plans ("Parent Equity Incentive Plans"). Parent has outstanding $350,000,000 in convertible subordinated debentures due May 2004, which are convertible into common stock at a conversion price of which zero $44.334 per share (the "Convertible Notes"). Except as set forth above or in the Parent SEC Documents, at the close of business on April 1, 2000, no shares are issued and of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to the Parent Equity Incentive Plans will be, when issued in accordance with the terms thereof, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingsubject to preemptive rights. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent is a party, or by which it is bound, obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other voting securities of BlackRock the Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except for the convertible notes, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of the Parent. Except for the Stockholders Agreement contemplated hereby, there are no shareholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent. The shares of Parent Common Stock will, when issued pursuant to this Agreement, be duly and validly issued, fully paid and nonassessable and will be issued free of any preemptive rights or other Liens. All of the outstanding capital stock of Parent's subsidiaries is owned by Parent (other than directors' qualifying shares), directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or authorized stock appreciationits subsidiaries to repurchase, phantom stock, profit participation redeem or similar rights with respect to the otherwise acquire any outstanding shares of capital stock or equity other ownership interests in any subsidiary of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterParent. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockTMOL consists of ----------------- 1,000 shares of Common Stock, as no par value. As of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero 1,000 such shares are issued and outstanding. Ticket Corp. is the sole stockholder of TMOL. Each of USA and Ticket Corp. is an accredited investor as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"). USA is acquiring the Convertible Promissory Note in the form attached hereto as Exhibit A (the "CONVERTIBLE NOTE") and Ticket Corp. is acquiring the --------- shares of City Common Stock issued in the Merger, in each case, solely for its own account for investment and not with a view to or for sale in connection with any distribution of such securities, any securities issuable upon conversion thereof or any portion thereof, and not with any present intention of selling, offering to sell or otherwise disposing of or distributing such securities, any securities issuable upon conversion thereof or any portion thereof. Except as set forth above, on the date hereof, no shares of capital stock or other voting securities of TMOL were issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of TMOL are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of TMOL having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Equity Rights. (b) The authorized capital stock matters on which stockholders of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingTMOL may vote. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, contracts, commitments, agreements, arrangements, obligations or undertakings of any kind to which TMOL or USA or any Controlled Affiliate of USA's subsidiaries is a party, or by which TMOL or USA or any of USA's subsidiaries is bound, obligating TMOL or USA or any of USA's subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other voting securities of BlackRock TMOL or securities convertible or exchangeable therefor or obligating TMOL or USA or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate USA's subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, contract, commitment, agreement, arrangement, obligation or undertaking. There are no not any outstanding contractual obligations requiring TMOL to repurchase, redeem or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the otherwise acquire any shares of capital stock of TMOL. TMOL is not a party to or equity of BlackRock or bound by any agreement requiring it to register shares of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person under the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSecurities Act. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockthe Parent consists of 100,000,000 shares of Parent Stock, as and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date hereof, is 250,000,000 of this Agreement (a) 175,198 shares of BlackRock Class A Common Stock, of which 19,799,640 shares Parent Stock are issued and outstanding, 100,000,000 ; (b) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares preferred stock are issued and outstanding and 10,000,000 (c) no shares of Preferred StockParent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, of which zero shares are issued and outstanding. All of the issued and outstanding no shares of capital stock have been or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares General Corporation Law of Merger Sub Common the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). There are not any options, are fully paid and nonwarrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. kind to which the Parent is a party or by which it is bound (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (ia) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, the Parent or any of its Controlled Affiliates or Voting Parent Debt, (iiib) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock or equity of BlackRock or any of its Controlled Affiliatesthe Parent. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as As of the date hereofof this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 295,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 109,138,049 shares are issued and outstanding as of the close of business on the day prior to the date hereof and 10,000,000 500,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Parent Preferred Stock”), of which zero 500,000 shares are issued and outstanding. All outstanding as of the issued and outstanding close of business on the day prior to the date hereof. No shares of capital stock have been are held in Parent’s treasury. All outstanding shares of Parent Capital Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been were issued in violation of any Equity Rightscompliance with all applicable federal and state securities laws. (b) The authorized capital stock Section 3.2(b) of BlackRock Merger Sub is 100 the Parent Disclosure Schedule lists each record holder of Parent Capital Stock and the number and type of shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding Parent Capital Stock held by such holder. (c) The shares of Merger Sub Parent Common Stock have been issuable as Merger Consideration, upon issuance on the terms and conditions contemplated in this Agreement, would be duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterassessable. (d) 4,935,000 There is no existing option, warrant, call, right or contract to which Parent is a party requiring, and there are no equity interests in Parent outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of BlackRock Class A Common Parent Capital Stock and 40,000,000 or other equity securities in Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of BlackRock Class B Common capital stock or other equity securities in Parent. (e) (i) None of the outstanding shares of Parent Capital Stock are owned by PNC as entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the date hereofoutstanding shares of Parent Capital Stock are subject to any right of first refusal in favor of Parent; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Acquiring Companies having a right to vote on any matters on which the stockholders of Parent have a right to vote; (iv) there is no Contract to which the Acquiring Companies are a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Capital Stock. None of the Acquiring Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Capital Stock or other securities.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of 300,000,000 shares of the date hereof, is 250,000,000 Parent Common Stock and 50,000,000 shares of BlackRock Class A preferred stock, par value $0.01 per share (the “Parent Preferred Stock”, and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of which 19,799,640 shares are issued and outstandingbusiness on the Measurement Date, 100,000,000 (a) 33,150,734 shares of BlackRock Class B the Parent Common Stock, of which 44,298,000 shares are Stock were issued and outstanding and 10,000,000 (b) no shares of Parent Preferred Stock, of which zero shares are Stock were issued and or outstanding. All of the issued and outstanding shares of the capital stock have been of Parent are duly authorized and authorized, validly issued, are fully paid and non-assessable assessable, and have not been issued no class of capital stock of Parent is entitled to preemptive rights. Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. There are no bonds, debentures, notes or other indebtedness of Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Common Stock, the Parent OP Units or the general partnership interests in violation Parent OP may vote (“Voting Parent Debt”). Except as set forth above, as of the Measurement Date, there were no options, warrants, rights, convertible or exchangeable securities, commitments, or undertakings of any Equity Rightskind to which Parent or any Parent Subsidiary was a party or by which any of them was bound (i) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or of any Parent Subsidiary or any Voting Parent Debt or (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, security, commitment or undertaking. At the close of business on the Measurement Date, there are 1,255,983 Parent OP Common Units issued and outstanding and no preferred units of Parent OP issued and outstanding. There are no partners of Parent OP or holders of Parent OP Common Units other than as set forth on Section 4.02(a) of the Parent Disclosure Letter. Section 4.02(a) of the Parent Disclosure Letter sets forth the number of partnership units held by each partner in Parent OP. Parent is the sole general partner of Parent OP and owns the general partnership interest free and clear of any Liens. (b) The authorized Except as set forth above and as set forth on Section 4.02(b) of the Parent Disclosure Letter, as of the close of business on the Measurement Date, there were no (i) restricted shares, restricted share units, stock appreciation rights, performance shares, performance share units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, Parent or any Parent Subsidiary, (ii) voting trusts, proxies or other similar agreements or understandings to which Parent or any Parent Subsidiary was a party or by which Parent or any Parent Subsidiary was bound with respect to the voting of any shares of capital stock of BlackRock Merger Sub is 100 Parent or any Parent Subsidiary, or (iii) contractual obligations or commitments of any character to which Parent or any Parent Subsidiary was a party or by which Parent or any Parent Subsidiary was bound restricting the transfer of, or requiring the registration for sale of, any shares of Merger Sub Common Stockcapital stock of Parent or any Parent Subsidiary. Neither Parent nor any Parent Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of which one share is issued and outstanding. All first refusal or similar rights with respect to any of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rightsits capital stock or other equity interests. (c) Except as set forth in Schedule 4.2(c)on Section 4.02(c) of the Parent Disclosure Letter, there are no all of the outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any shares of capital stock or related rightsother equity interests of each Parent Subsidiary are owned by Parent, (ii) giving by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all Liens and free of any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person restriction on the right to vote, sell or that is convertible into or exercisable for otherwise dispose of such capital stock or other equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterinterests other than transfer and other restrictions under applicable federal and state securities Laws. (d) 4,935,000 All dividends or other distributions on the shares of BlackRock Class A Parent Common Stock and 40,000,000 shares any material dividends or other distributions on any securities of BlackRock Class B Common Stock are owned by PNC as of any Parent Subsidiary which have been authorized and declared prior to the date hereofhereof 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 BlackRockParent as of the date of this Agreement consists of 50,000,000 shares of Parent Common Stock, and 5,000,000 shares of preferred stock of Parent, par value $0.001 per share. (b) As of the close of business on November 9, 2007: (1) 29,879,664 shares of Parent Common Stock were issued and outstanding; (2) no shares of Parent Common Stock were held in the treasury of Parent; and, (3) 3,732,991 shares of Parent Common Stock were duly reserved for future issuance pursuant to outstanding options to purchase Parent Common Stock (“Parent Stock Options”) granted pursuant to the Parent 1998 Stock Option Plan, the 2004 Equity Incentive Plan and the Parents Omnibus Stock Plan (“Parent Stock Plans”). Except as described above, as of the close of business on the day prior to the date hereof, is 250,000,000 there were no shares of BlackRock Class A Common Stockvoting or non-voting capital stock, equity interests or other securities of which 19,799,640 shares are issued and Parent authorized, issued, reserved for issuance or otherwise outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. . (c) All of the issued and outstanding shares of capital stock have been Parent Common Stock are, and all shares which may be issued pursuant to Parent Stock Plans and Parent Stock Options will be, when issued against payment therefor in accordance with the terms thereof, duly authorized and authorized, validly issued, are fully paid and non-assessable assessable, and have not been subject to, or issued in violation of, any preemptive, subscription or any kind of any Equity Rightssimilar rights. Parent has no outstanding shares of Parent Common Stock that are subject to a right of repurchase that will survive the Merger. (d) There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as described in subsection (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (icontingent or otherwise) to which Parent is a party or bound obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other voting securities of BlackRock Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither Parent nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) in any Person. (e) Parent has previously made available to the Company a complete and correct list of the holders of all Parent Stock Options outstanding as of the date specified therein, including: (i) the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) any other material terms, including any terms regarding the acceleration of vesting. The date of grant or issuance of each Parent Stock Option set forth on this list is the date such Equity Right. option would be considered granted or issued under the DGCL, the Code, and GAAP (that is, no such option has had its exercise or grant date delayed or “backdated”), and the exercise price of each such Parent Stock Option is equal to or greater than the closing price of Parent Common Stock on the NGM upon the date its grant or issuance was approved by the Parent Board of Directors. (f) All of the issued and outstanding shares of Parent Common Stock and all of the issued and outstanding Parent Stock Options were issued in compliance in all material respects with all applicable federal and state securities Laws and the applicable Parent Stock Plan. (g) There are no outstanding contractual obligations of Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation(or options or warrants to acquire any such shares) or other security or equity interests of Parent, other than rights of repurchase of Parent Common Stock pursuant to agreements entered into in connection with Parent Stock Plans and between Parent and the holder of such shares of Parent Common Stock. Except as described in this Section 4.2, there are no stock-appreciation rights, security-based performance units, phantom stockstock or other security rights or other agreements, profit participation arrangements or similar rights commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of Parent or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course cash payments or commissions to sales representatives of Parent or any of its Subsidiaries based upon revenues generated by them without augmentation as a result of the Transactions) of Parent or to cause Parent or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of Parent or any of its Subsidiaries. (h) There are no voting trusts, proxies or other agreements, commitments or understandings to which Parent or any of its Subsidiaries or, to the knowledge of Parent, any of the stockholders of Parent, is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or other security or equity interest of BlackRock Parent or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockFPI consists of 20,000,000 shares, as of the date hereof, is 250,000,000 which 15,000,000 shares of BlackRock are designated Class A Common Stock, of which 19,799,640 3,500,000 shares are issued and outstanding, 100,000,000 shares of BlackRock designated Class B Common Stock and 1,500,000 shares are designated Preferred Stock. Of the authorized capital stock of FPI, 9,274,007 shares of which 44,298,000 shares FPI Common Stock are issued and outstanding and 10,000,000 0 shares of Preferred Stock, of which zero shares preferred stock are issued and outstanding. The FPI Board of Directors has granted 3,449,000 options to purchase shares of FPI Common Stock that remain outstanding, and has reserved for issuance 3,750,000 shares of FPI Common under the FPI Equity Incentive Plan. In addition, the FPI Board of Directors has granted warrants to purchase 441,078 shares of FPI Common Stock, but has not reserved any shares of FPI Common Stock for issuance pursuant to such outstanding warrants. Except as set forth above, no shares or other equity securities of FPI are issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been FPI are duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been issued in violation subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of FPI having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Equity Rights. (b) matters on which stockholders of FPI may vote. The authorized capital stock FPI Disclosure Schedule sets forth the outstanding capitalization of BlackRock Merger Sub is 100 shares FPI, including a list of Merger Sub Common Stock, all holders of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub FPI Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) their respective holdings. Except as set forth in Schedule 4.2(c)on the FPI Disclosure Schedule, there are no outstanding Equity Rights (i) securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which FPI is a party or by which it is bound obligating BlackRock or any Controlled Affiliate FPI to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any capital stock additional shares or related rights, (ii) giving any Person a right to subscribe for any capital stock other equity or voting securities of BlackRock FPI or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate FPI to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or authorized stock appreciationarrangements of FPI or any FPI Subsidiaries to repurchase, phantom stockredeem or otherwise acquire or make any payment in respect of any securities of FPI. There are no agreements or arrangements pursuant to which FPI is or could be required to register FPI Common Stock or other securities under the Securities Act, profit participation or similar rights other agreements or arrangements with or among any security holders of FPI with respect to the capital stock or equity securities of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterFPI. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of an unlimited number of common shares and an unlimited number of preferred shares (the “Parent Preferred Shares” and, as together with the Parent Common Shares, the “Parent Stock”). At the close of the date hereofbusiness on August 28, is 250,000,000 shares of BlackRock Class A 2015, (i) 64,183,191 Parent Common Stock, of which 19,799,640 shares are Shares were issued and outstanding, 100,000,000 shares (ii) no Parent Preferred Shares were issued and outstanding, and (iii) 9,650,493 Parent Common Shares were reserved for future issuance in respect of BlackRock Class B awards outstanding under the Parent Benefit Plans, consisting of 11,570 Parent Common Stock, Shares reserved for issuance upon exercise of which 44,298,000 shares are outstanding options and 9,638,923 Parent Common Shares reserved for issuance upon conversion or settlement of outstanding performance and restricted share units under the Parent Benefit Plans. All issued and outstanding Parent Common Shares are duly authorized, validly issued, fully paid and 10,000,000 non-assessable, and all Parent Common Shares to be issued as the Merger Consideration or as Stock Award Payments, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. Other than the Parent Preferred Shares, no class of Parent shares is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent 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 Preferred StockParent Common Shares may vote. (b) At the close of business on August 31, 2015, all of which zero shares are issued and outstandingthe Merger Sub Common Shares were owned by Parent. All of the issued and outstanding shares of capital stock have been Merger Sub Common Shares are duly authorized and validly issued, and are fully paid and non-assessable and have not been issued in violation entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Merger Sub Common Stock, of which one share is issued and outstanding. Shares may vote. (c) All of the issued and outstanding shares of Merger Sub Common Stock have been capital stock of CWI that are owned directly or indirectly by Parent, and all of the outstanding shares of capital stock of each of the other Parent Subsidiaries that is a corporation, are duly authorized, validly issued, fully paid and nonassessable. All equity interests owned directly or indirectly by Parent in Weichai Westport and all equity interests of each of the Parent 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 Parent Subsidiaries (other than CWI) which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, are upon issuance will be validly issued, fully paid and non-assessable and have not been issued in violation of any Equity Rightsnonassessable. (cd) Except as set forth in Schedule 4.2(c)this Section 5.3, as of the date of this Agreement, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any Controlled Affiliate other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Merger Sub or any other Parent Subsidiary to issue, deliver, redeem, purchase deliver or sellsell or create, or cause to be issued, delivereddelivered or sold or created, redeemed, purchased additional shares of Parent Stock or sold, any capital Merger Sub Common Shares or other equity securities or phantom stock or related rightsother contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, (ii) giving any Person a right to subscribe for any capital stock of BlackRock Merger Sub or any of its Controlled Affiliates the other Parent Subsidiaries or (iii) obligating BlackRock Parent, Merger Sub or any Controlled Affiliate other Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or authorized stock appreciationany other Parent Subsidiary to repurchase, phantom stockredeem or otherwise acquire any shares of Parent Stock, profit participation or similar rights with respect other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Parent Benefit Plans). Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Common Shares or capital stock of Parent, or equity of BlackRock or interests in any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterother Parent Subsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The As of the Effective Date, the authorized capital stock of BlackRock, as Holdings consists of the date hereof, is 250,000,000 20,000,000 shares of BlackRock Class A Holdings Common Stock, and 2,000,000 shares of which 19,799,640 preferred stock. As of the Effective Date, (i) 2,633,201 shares are of Holdings Common Stock and no shares of preferred stock were issued and outstanding, 100,000,000 (ii) no options or warrants for shares of BlackRock Class B Holdings Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are Stock were issued and outstanding; and (iii) no shares of Holdings Common Stock were held in the treasury of the Company. All of the issued and outstanding shares of capital stock have been Holdings Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable assessable. As of the Effective Date, CAI has 1,000 authorized and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockcommon stock, par value $0.01 per share, all of which one share is shares are owned by Holdings. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities having such rights) ("Voting Debt") of Holdings or CAI issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no equity interests of Holdings or CAI authorized, issued or outstanding Equity Rights and there are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or commitments of any character, relating to the issued or unissued equity interests of Holdings or CAI, obligating BlackRock Holdings or any Controlled Affiliate CAI to issue, deliver, redeem, purchase transfer or sell, sell or cause to be issued, deliveredtransferred or sold any equity interest or Voting Debt of, redeemedor other equity interest in, purchased Holdings or sold, any capital stock or related rightsCAI, (ii) giving any Person a right to subscribe securities convertible into or exchangeable for any capital stock of BlackRock or any of its Controlled Affiliates such equity interests or (iii) obligating BlackRock obligations of Holdings or any Controlled Affiliate CAI to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, preemptive right, subscription or other right, convertible security, agreement, arrangement or commitment. Holdings has not granted to any Person any rights to have any securities registered under the Securities Act. (b) There are no outstanding voting trusts, proxies, shareholders agreements or authorized stock appreciation, phantom stock, profit participation other agreements or similar rights understandings to which Holdings is a party with respect to the voting or transfer of the equity interests or capital stock of Holdings. Holdings is not a party to any agreement or obligation, contingent or otherwise, to redeem, repurchase or otherwise acquire or retire any equity interests of BlackRock Holdings, whether as a result of the transactions contemplated by this Agreement or otherwise. (c) Holdings has not (a) made or agreed to make any split of its Controlled Affiliates. Except as set forth in Schedule 4.2(cequity interests or dividend, or issued or permitted to be issued any equity interests, or securities exercisable for or convertible into equity interests, of Holdings, (b), one repurchased, redeemed or otherwise acquired any equity or membership interests of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to voteHoldings, or that is convertible into (c) declared, set aside, made or exercisable for capital stock paid any dividends or other distributions on the outstanding equity interests of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterHoldings. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofThe Company does not own any equity interest in any corporation, partnership or other business entity, except CAI.

Capital Structure. (a) The authorized shares of capital stock of BlackRockParent and the outstanding shares of such capital stock and the outstanding awards to purchase Parent Common Stock, as of the date hereofof this Agreement, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All as provided in Section 3.2(c) of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity RightsDisclosure Letter. (bi) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All As of the issued and outstanding shares date of Merger Sub Common Stock have been duly authorized and validly issuedthis Agreement, are fully paid and non-assessable and have not been issued except as disclosed in violation Section 3.2(c) of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the Disclosure Letter, there are no issued and outstanding Equity Rights or reserved for issuance: (iA) obligating BlackRock shares or other equity securities of Parent; (B) restricted shares of Parent Common Stock or performance stock awards relating to the equity interests of Parent, whether under a Parent Stock Plan or otherwise; (C) securities of Parent or any Controlled Affiliate Parent Subsidiary convertible into or exchangeable for stock or other equity securities of Parent or any Parent Subsidiary; and (D) Convertible Rights to which Parent or any Parent Subsidiary is a party or by which it is bound in any case obligating Parent or any Parent Subsidiary to issue, deliver, redeemsell, purchase purchase, redeem or sellacquire, or cause to be issued, delivered, redeemed, purchased or sold, any capital purchased, redeemed or acquired, stock or related rightsother equity securities of Parent or of any Parent Subsidiary, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matteragreement. (dii) 4,935,000 All outstanding shares of BlackRock Class A Common Stock Parent are, and 40,000,000 all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of, any preemptive right, purchase option, call option, right of BlackRock Class B Common Stock are first refusal, subscription or any other similar right. (i) All dividends or distributions on securities of Parent or any material dividends or distributions on any securities of any Parent Subsidiary (other than any wholly owned by PNC Parent Subsidiaries) that have been declared or authorized prior to the date of this Agreement have been paid in full, other than, as of the date hereofhereof dividends that accrue under the preferred stock of Parent that are issued and outstanding. (ii) Except for this Agreement, there are not any: (A) shareholder agreements, voting trusts, proxies or other agreements or understandings relating to the voting of any shares of Parent to which Parent or any Parent Subsidiary is a party or by which it is bound or (B) agreements or understandings relating to the sale or transfer (including agreements imposing transfer restrictions) of any shares of Parent or any Parent Subsidiary is a party or by which it is bound. (C) No holder of securities in Parent or any Parent Subsidiary has any right to have the offering or sale of such securities registered by Parent or any Parent Subsidiary, as the case may be.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 (i) 300,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are there were issued and outstandingoutstanding as of the close of business on the date hereof, 42,750,000 shares of Parent Common Stock and (ii) 100,000,000 shares of BlackRock Class B Common Stockpreferred stock, par value $0.001 per share, of which 44,298,000 shares are there were issued and outstanding and 10,000,000 as of the close of business on the date hereof, no shares of Preferred Stockpreferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding immediately following consummation of the transactions contemplated by this Agreement. The shares of Parent Common Stock comprising the Stock Consideration have been duly authorized by all necessary corporate action and, of which zero shares are when issued and outstandingdelivered against payment therefor in accordance with the terms of this Agreement, the shares of Parent Common Stock comprising the Stock Consideration will be validly issued, fully paid and non-assessable. All Other than as set forth in this Agreement and as set forth on Schedule 4.2 of the issued and SFX Disclosure Schedule, there are no other outstanding shares of capital stock have been or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation are free of any Equity Rights. (b) The authorized capital stock Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of BlackRock Merger Sub first refusal created by statute, the charter, bylaws or equivalent organizational documents of an or any agreement to which any Acquiring Party is 100 shares of Merger Sub Common Stocka party or by which it is bound. There are no other options, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issuedwarrants, are fully paid and non-assessable and have not been issued in violation calls, rights, commitments or Contracts of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) character to which any Acquiring Party is a party or by which it is bound obligating BlackRock or any Controlled Affiliate such Acquiring Party to issue, transfer, deliver, sell, repurchase or redeem, purchase or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any shares of capital stock of BlackRock Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such Equity Rightoption, warrant, call, right, commitment or Contract. There are no outstanding Contracts relating to voting, purchase or authorized stock appreciation, phantom stock, profit participation sale of Parent Common Stock (i) between or similar rights with respect to the capital stock or equity of BlackRock or among Parent and any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)stockholders and (ii) to SFX’s Knowledge, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, between or that is convertible into or exercisable for capital stock or equity of BlackRock or among any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterParent’s stockholders. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The As of June 9, 2017, the authorized share capital stock of BlackRock, as of the date hereof, is 250,000,000 Parent consists of: (i) Three Hundred Million (300,000,000) shares of BlackRock Class A Common Stock, of which 19,799,640 common stock with 5,121,689 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding immediately prior to the execution of this Agreement; and 10,000,000 (ii) Ten Million (10,000,000) shares of Preferred Stock“blank check” preferred stock authorized, none of which zero is currently issued and outstanding immediately prior to the execution of this Agreement. As of the Closing Date, Parent will have such number of shares are of common stock set forth in Schedule 4.03 issued and outstanding. All of the issued and outstanding shares of the capital stock have been of the Parent are duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (bor convertible into, or exchangeable for, securities having the right to vote) The authorized on any matters on which holders of Parent’s capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingmay vote (“Voting Parent Debt”). All As of the issued and outstanding shares date of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking 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 the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The shareholder list provided to e-Marine is a current shareholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC the Parent’s common stock as of at the date hereofClosing.

Capital Structure. (ai) The authorized capital stock of BlackRockParent consists of 350,000,000 shares of Parent Common Stock, of which 250,637,386 shares were issued and outstanding and 260,536 shares were held in treasury as of the close of business on September 7, 1999, and 300,000 shares of Preferred Stock, no par value (the "Parent Preferred Shares"), of which no shares were outstanding as of the date hereof. All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. As of the date of this Agreement, other than Parent Common Stock subject to issuance as set forth below, Parent has no shares of Parent Common Stock or Parent Preferred Shares reserved for or subject to issuance. As of September 7, 1999, there were not more than 5,344,999 shares of Parent Common Stock that Parent was obligated to issue pursuant to the Parent's stock plans, each of which plans is listed in Section 5.2(b) of the Parent Disclosure Letter (collectively, the "Parent Stock Plans"). Except as set forth above, as of the date hereofof this Agreement, is 250,000,000 there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of BlackRock Class A capital stock or other securities of Parent 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 Parent, and no securities or obligation evidencing such rights are authorized, issued or outstanding. As of the date of this Agreement, Parent does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (ii) The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.01 per share, all of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are (A) no other shares of capital stock have been duly authorized and validly issuedor other voting securities of Merger Sub, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (bB) The authorized capital stock of BlackRock Merger Sub is 100 shares no securities of Merger Sub Common Stock, convertible into or exchangeable for shares of which one share is issued and outstanding. All of the issued and outstanding shares capital stock or other voting securities of Merger Sub Common Stock have been duly authorized and validly issued(C) no options or other rights to acquire from Merger Sub, are fully paid and non-assessable and have not been issued in violation no obligations of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate Merger Sub to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation other voting securities or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is securities convertible into or exercisable exchangeable for capital stock or equity other voting securities of BlackRock or Merger Sub. Merger Sub has not conducted any of its Controlled Affiliates or (y) Equity Rights that entitle or convey business prior to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofof this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 Two Hundred Million (200,000,000) shares of BlackRock Class A Common Stockcommon stock, par value $0.001 per share, of which 19,799,640 shares are issued and outstanding, 100,000,000 75,469,688 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares Parent Stock are issued and outstanding. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada General Corporation Law, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Merger Sub Common the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). Except in connection with the Transactions, are fully paid and non-assessable and have not been issued in violation as of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking 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 the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.

Capital Structure. (ai) The As of the date of this Agreement, HPBC has authorized capital stock consisting solely of BlackRock486,000 shares of HPBC Stock, of which 470,876 shares are issued and outstanding as of the date hereof, is 250,000,000 . The Bank has authorized capital stock consisting solely of 540,000 shares of BlackRock Class A Common common stock, $5.00 par value per share (“Bank Stock”), all of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares as of Preferred Stock, of which zero shares are issued and outstandingthe date hereof. All of the issued and outstanding shares of capital stock have been HPBC Stock and Bank Stock are duly authorized and validly issued, are fully paid and non-assessable and have not were offered, issued and sold in compliance with all applicable federal and state securities laws. No Person has any right of rescission or claim for damages under federal or state securities laws with respect to the issuance of any shares HPBC Stock or Bank Stock previously issued. None of the shares of HPBC Stock or Bank Stock has been issued in violation of any Equity Rights. (b) The authorized capital stock preemptive or other rights of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingits respective shareholders. All of the issued and outstanding shares of Merger Sub Common Bank Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rightsowned by HPBC. (cii) Except as set forth in Schedule 4.2(c)HPBC does not have outstanding any options or other securities which are either by their terms or by contract convertible or exchangeable into capital stock of HPBC, there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate other securities or debt of HPBC, or any preemptive or similar rights to subscribe for or to purchase, or any options or warrants or agreements or understandings for the purchase or the issuance (contingent or otherwise) of, rights to acquire or vest in, or any calls, commitments or claims of any character relating to, its capital stock or securities convertible into its capital stock. HPBC is not subject to any obligation (contingent or otherwise) to issue, deliver, redeem, purchase repurchase or sellotherwise acquire or retire, or cause to be issued, delivered, redeemed, purchased or soldregister, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any shares of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Rightcapital stock. There are no outstanding or authorized phantom stock, stock appreciation, phantom stock, profit participation or similar rights with respect to any shares of HPBC Stock or Bank Stock. (iii) Except as disclosed in Section 3.2(c)(iii) of the Disclosure Memorandum and other than restrictions required by applicable federal and state securities laws, there is no agreement, arrangement or understanding to which HPBC is a party restricting or otherwise relating to the transfer of any shares of capital stock of HPBC. (iv) All shares of HPBC Stock or equity of BlackRock other capital stock, or any other securities or debt, of its Controlled Affiliates. HPBC, which have been purchased or redeemed by HPBC have been purchased or redeemed in accordance with all applicable federal, state and local laws, rules, and regulations, including, without limitation, all federal and state securities laws, and no such purchase or redemption has resulted or will, with the giving of notice or lapse of time, or both, result in a default or acceleration of the maturity of, or otherwise modify, any agreement, note, mortgage, bond, security agreement, loan agreement or other contract or commitment of HPBC, which, singularly or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (v) Except as set forth in Schedule 4.2(c)Section 3.2(c)(v) of the Disclosure Memorandum, one no Person beneficially owns more than five percent (5%) of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofHPBC Stock.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 70,000,000 shares of BlackRock Class A Common Parent Capital Stock, $0.001 par value, of which 19,799,640 shares are issued and outstanding, 100,000,000 10,873,750 shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Capital Stock are issued and outstanding and 10,000,000 prior to the cancellation of 9,773,750 Capital Shares of Parent as set forth in 4.09 hereof. At Closing, immediately prior to the issuance of the Merger Consideration to the LLC Unit Holders, the Parent will have 1,100,000 shares of Preferred Stock, the Capital Stock outstanding. The authorized capital stock of Dissolving Corporation consists of eighteen million (18,000,000) shares of Capital Stock and no preferred stock of which zero eighteen million (18,000,000) will be issued to the LLC Unit Holders and cancelled in exchange for eighteen million (18,000,000) shares are of Capital Stock of Parent. The Parent is also authorized to issue 5,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth herein, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and, not subject to preemptive rights, and have not been issued in violation compliance with all applicable state and federal laws concerning the issuance of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingsecurities. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there There are no outstanding Equity Rights bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (ior convertible into, or exchangeable for, securities having the right to vote) of the Parent. There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which any of them is bound obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other securities of BlackRock Parent or any of its Controlled Affiliates subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity arrangements of BlackRock Parent or any of its Controlled Affiliates. Except as set forth subsidiaries to repurchase, redeem or otherwise acquire or make any payment in Schedule 4.2(c), one respect of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for shares of capital stock or equity other Securities of BlackRock Parent or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any mattersubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized share capital stock of BlackRockParent consists of (i) an unlimited number of Parent Common Shares and (ii) 10,000,000 preferred shares, as without nominal or par value, issuable in series (collectively, the “Parent Preferred Shares” and, together with the Parent Common Shares, the “Parent Shares”). At the close of business on the date hereof, is 250,000,000 shares of BlackRock Class A Measurement Date: (A) 544,930,072 Parent Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are Shares were issued and outstanding and 10,000,000 shares of (B) no Parent Preferred Stock, of which zero shares are Shares were issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock At the close of BlackRock Merger Sub is 100 shares of Merger Sub business on the Measurement Date, (i) there were (a) 752,014 Parent Common StockShares subject to outstanding Parent Restricted Share Awards and (b) 7,281,279 Parent Common Shares subject to outstanding Parent Performance Share Awards, of which one share is issued assuming maximum payout multipliers, and outstanding. All of (ii) 12,674,050 Parent Common Shares remained available for issuance pursuant to Parent’s Share Award Incentive Plan (the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any “Parent Equity RightsPlan”). (c) Except as set forth in Schedule 4.2(c)this Section 5.2 or as issued in accordance with Section 6.2 or upon vesting of equity awards outstanding as of the Measurement Date or issued in accordance with Section 6.2, there are outstanding: (1) no outstanding Equity Rights (i) obligating BlackRock Parent Shares or any Controlled Affiliate Voting Debt or other voting or equity securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for Parent Shares, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, redeemsell, purchase purchase, redeem or sellacquire, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock purchased, redeemed or related rightsacquired, (ii) giving any Person a right to subscribe for any capital stock of BlackRock additional Parent Shares or any Voting Debt or other voting securities of its Controlled Affiliates Parent, or (iii) obligating BlackRock Parent or any Controlled Affiliate Subsidiary of Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, subscription, call, right, commitment or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matteragreement. (d) 4,935,000 All outstanding Parent Shares have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Shares to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and not subject to preemptive rights. All outstanding Parent Shares have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law, (ii) the Organizational Documents of Parent and (iii) all requirements set forth in applicable Contracts (including the Parent Equity Plan). The Parent Common Shares 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, (B) the Organizational Documents of Parent and (C) all requirements set forth in applicable Contracts. All outstanding shares in the share capital of, or other equity interests, in the Subsidiaries of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock Parent are owned by PNC as Parent, or a direct or indirect wholly owned Subsidiary of Parent, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable and all such shares or equity ownership interests are set forth in Schedule 5.2 of the Parent Disclosure Letter. There are not any shareholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares or other equity interest of Parent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Common Shares or any other Parent Shares. (e) As of the date hereofof 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, in each case other than with respect to its Subsidiaries and its joint ventures listed on Schedule 5.2(e) of the Parent Disclosure Letter. (f) As of the Closing, 100% of the equity interests of Merger Sub are indirectly owned by ▇▇▇▇▇▇.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of 80,000,000 shares of Parent Common Stock, of which 41,566,317 shares are issued and outstanding as of February 26, 2007, and 3,000,000 shares of preferred stock, no par value per share, of which no shares are issued and outstanding as of the date hereof. As of February 26, is 250,000,000 2007, there are 3,159,138 shares of BlackRock Class A Parent Common Stock subject to outstanding options to acquire Parent Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 1,847,484 shares of BlackRock Class B Parent Common Stock deliverable pursuant to outstanding restricted stock units and no stock equivalent units linked to Parent Common Stock. Each share of Parent Common Stock is duly authorized, validly issued, fully paid and nonassessable. Parent has no Voting Debt. Except as set forth above or as expressly contemplated by this Agreement, as of which 44,298,000 shares February 26, 2007 there are issued and no (i) outstanding and 10,000,000 shares of Preferred Stockobligations, of which zero shares options, warrants, convertible securities, exchangeable securities, securities or rights that are issued and outstanding. All linked to the value of the issued and outstanding Parent Common Stock or other rights, agreements or commitments relating to the capital stock of Parent or obligating Parent to issue or sell or otherwise transfer shares of capital stock have been duly authorized and validly issuedof Parent or any securities convertible into or exchangeable for any shares of capital stock of Parent or any Voting Debt of Parent, are fully paid and non-assessable and have (ii) outstanding obligations of Parent to repurchase, redeem or otherwise acquire shares of capital stock of Parent or (iii) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of Parent (but only to Parent’s knowledge with respect to any such agreements to which Parent is not been issued in violation of any Equity Rightsa party). (b) Section 5.3(b) of the Parent Disclosure Letter sets forth as of the date hereof a list of all Subsidiaries of Parent, including each such Subsidiary’s name, its jurisdiction of incorporation or organization and the percentage of its outstanding capital stock or equity interests owned by Parent or a Subsidiary of Parent (as applicable). The authorized shares of outstanding capital stock of BlackRock Merger Sub is 100 shares the Subsidiaries of Merger Sub Common StockParent are duly authorized, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable, and have not been issued in violation are held of record and beneficially owned by Parent or a Subsidiary of Parent (as applicable), free and clear of any Equity RightsEncumbrances other than Permitted Encumbrances. There is no Voting Debt of any Subsidiary of Parent. There are no (i) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or rights that are linked to the value of the Parent Common Stock or other rights, agreements or commitments, in each case, relating to the capital stock of the Subsidiaries of Parent or obligating Parent or its Subsidiaries to issue or sell or otherwise transfer shares of the capital stock of the Subsidiaries of Parent or any securities convertible into or exchangeable for any shares of capital stock of the Subsidiaries of Parent or any Voting Debt of any Subsidiary of Parent, (ii) outstanding obligations of the Subsidiaries of Parent to repurchase, redeem or otherwise acquire shares of their respective capital stock or (iii) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of the Subsidiaries of Parent (but only to Parent’s knowledge with respect to any such agreements to which Parent is not a party). (c) Except as set forth in Schedule 4.2(c)Other than the Subsidiaries of Parent, there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or Persons in which any of Parent or its Controlled Affiliates Subsidiaries owns any equity, membership, partnership, joint venture or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterinterest. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) As of September 29, 2009, the authorized capital stock of Parent consisted of (i) 200,000,000 shares of Parent common stock, par value $0.01 per share, of which 41,631,700 shares were outstanding and 328,508 shares were held in the treasury of Parent, and (ii) 10,000,000 shares of Parent preferred stock, par value $0.01 per share, of which no shares were outstanding and no shares were held in the treasury of Parent. There are no other classes of capital stock of Parent authorized or outstanding. All issued and outstanding shares of the capital stock of Parent are, and when shares of Parent Common Stock are issued in connection with the Merger or pursuant to Section 1.8 and Section 1.9, such shares will be, duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights. (b) Since June 30, 2009 to the date of this Agreement, there have been no issuances of shares of the capital stock or equity securities of Parent or any other securities of Parent other than issuances of shares of Parent Common Stock pursuant to employee benefit, director or equity compensation plans, programs or arrangements sponsored or maintained by Parent or any of its Subsidiaries (the “Parent Benefit Plans”). There were outstanding as of June 30, 2009 no options, warrants, calls, commitments, agreements, arrangements, undertakings or any other rights to acquire capital stock from Parent other than options, restricted stock and other rights to acquire capital stock from Parent under the Parent Benefit Plans. As of September 29, 2009, there were stock options outstanding representing the right to purchase 196,435 shares of Parent Common Stock under the Parent Benefit Plans, and stock-settled restricted stock units and stock appreciation rights outstanding that would entitle the holders to receive an aggregate of 156,243 shares of Parent Common Stock, based upon the closing price of the Parent Common Stock on that day, and assuming the full vesting of all of such stock-settled restricted stock units and stock appreciation rights. No options, warrants, calls, commitments, agreements, arrangements, undertakings or other rights to acquire capital stock from Parent have been issued or granted since June 30, 2009 to the date of this Agreement other than pursuant to the Parent Benefit Plans or the ordinary course of business in connection with employment offer letters. (c) No bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of Parent may vote are issued or outstanding. (d) Except as otherwise set forth in this Section 4.2, as of the date of this Agreement, (i) there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any of its Subsidiaries except for purchases, redemptions or other acquisitions of capital stock or other securities (1) required by the terms of the Parent Benefit Plans, (2) in order to pay Taxes or satisfy withholding obligations in respect of such Taxes in connection with the exercise of Parent stock options, the lapse of restrictions or settlement of awards granted pursuant to the Parent Benefit Plans, or (3) required by the terms of any plans, arrangements or agreements existing on the date hereof between the Parent or any of its Subsidiaries and any director or employee of the Parent or any of its Subsidiaries and (ii) there are no outstanding stock-appreciation rights, security-based performance units, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the stock price performance of Parent or any of its Subsidiaries (other than ordinary course payments or commissions to sales representatives of Parent based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby and with respect to awards granted under the Parent Benefit Plans). (e) Except as set forth in Section 4.2(e) of the Parent Disclosure Letter and with respect to awards granted under the Parent Benefit Plans, as of the date of this Agreement, there are no outstanding obligations of Parent or any of its Subsidiaries (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the sales, issuance, repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any shares of Parent Common Stock or other Equity Interests in Parent or any of its Subsidiaries. (f) The authorized capital stock of BlackRock, as Merger Sub consists of the date hereof, is 250,000,000 1,000 shares of BlackRock Class A Common Stockcommon stock, par value $0.01 per share, all of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are (i) no other shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares or voting securities of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rightsSub, (ii) giving any Person a right to subscribe no securities of Merger Sub convertible into or exchangeable for any shares of capital stock or voting securities of BlackRock or any of its Controlled Affiliates or Merger Sub and (iii) obligating BlackRock no options or any Controlled Affiliate other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom capital stock, profit participation voting securities or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is securities convertible into or exercisable exchangeable for capital stock or equity voting securities of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterMerger Sub. (dg) 4,935,000 The outstanding Equity Interests of Merger Sub II consist of a single membership interest which is, and at the Effective Time will be, owned by Parent, and there are (i) no other shares of BlackRock Class A Common Stock and 40,000,000 capital stock or voting securities of Merger Sub II, (ii) no securities of Merger Sub II convertible into or exchangeable for shares of BlackRock Class B Common Stock are owned by PNC as capital stock or voting securities of the date hereofMerger Sub II and (iii) no options or other rights to acquire from Merger Sub II, and no obligations of Merger Sub II to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub II.

Capital Structure. (a) The authorized capital stock of BlackRockDeerfield consists of 300,000,000 shares of common stock, as $.001 par value, and 10,000,000 shares of undesignated preferred stock, $.001 par value. As of the date hereof, is 250,000,000 hereof (a) 275,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares Deerfield's common stock are issued and outstanding, 100,000,000 (b) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares preferred stock are issued and outstanding, and (c) no shares of Deerfield's common stock or preferred stock are held by Deerfield in its treasury. All of the issued and outstanding Except as set forth above, no shares of capital stock have been or other voting securities of Deerfield were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Deerfield are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada Revised Statutes, the Deerfield Charter, the Deerfield Bylaws or any Contract to which Deerfield is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Merger Sub Common Stock have been duly authorized and validly issuedDeerfield having the right to vote (or convertible into, are fully paid and non-assessable and have not been issued in violation or exchangeable for, securities having the right to vote) on any matters on which holders of any Equity Rights. Deerfield's common stock may vote (c) Except as set forth in Schedule 4.2(c"Voting Deerfield Debt"). As of the date of this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Deerfield is a party or by which it is bound (ia) obligating BlackRock or any Controlled Affiliate Deerfield to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, Deerfield or any of its Controlled Affiliates or Voting Deerfield Debt, (iiib) obligating BlackRock or any Controlled Affiliate Deerfield to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock of Deerfield. As of the date of this Agreement, there are not any outstanding contractual obligations of Deerfield to repurchase, redeem or equity otherwise acquire any shares of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock of Deerfield. The stockholder list provided to Leading Asia or equity its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 issued and outstanding shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC the Deerfield's common stock as of the date hereofof such report.

Capital Structure. (ai) The authorized capital stock of BlackRock, as IUB consists of the date hereof, is 250,000,000 3,000,000 shares of BlackRock Class A common stock, without par value ("IUB Common Stock"), 1,250,897 shares of which 19,799,640 are outstanding and none of which are reserved for issuance or held by IUB in its treasury; and 400,000 shares of preferred stock, without par value, with respect to which the board of directors is authorized to determine the series and classes thereof together with the rights, privileges and voting rights ("IUB Preferred Stock"). There are issued and no shares of IUB Preferred Stock outstanding, 100,000,000 shares reserved for issuance or held by IUB in its treasury. (ii) No Voting Debt of BlackRock Class B Common Stock, of which 44,298,000 shares are IUB is issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and or outstanding. All of the issued and outstanding shares of capital stock have been IUB Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation of any Equity Rights.subject to preemptive rights. 12 (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (ciii) Except as set forth in Schedule 4.2(cany IUB SEC Document (as defined in Section 3.2(d) hereof) filed prior to the date hereof or the letter dated and delivered to PTC on the date hereof (the "IUB Letter"), which relates to this Agreement and is designated therein as being the IUB Letter, there are is no outstanding Equity Rights option, warrant, call, right (i) obligating BlackRock including any preemptive right), commitment or any Controlled Affiliate other agreement of any character that IUB or any Subsidiary is a party to, or may be bound by, requiring it to issue, delivertransfer, redeemsell, purchase or sellredeem any shares of capital stock, any Voting Debt, or cause to be issuedany securities or rights convertible into, deliveredexchangeable for, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a evidencing the right to subscribe for any shares of capital stock of BlackRock IUB or any Subsidiary, or to provide funds to, or make an investment (in the form of its Controlled Affiliates a loan, capital contribution or otherwise) in, any of IUB's Subsidiaries or (iiiexcepting loans made in the ordinary course of a commercial banking business) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. other Person. (iv) Except as set forth in Schedule 4.2(c)any IUB SEC Document filed prior to the date hereof or the IUB Letter, one of BlackRock and its Controlled Affiliates has except for this Agreement, there is no voting trust or other agreement or understanding to which IUB or any (x) outstanding indebtedness that could convey to any Person the right to voteSubsidiary is a party, or that is convertible into or exercisable for may be bound by, with respect to the voting of the capital stock or equity of BlackRock IUB or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSubsidiary. (dv) 4,935,000 Since December 31, 1994, except as set forth in any IUB SEC Document filed prior to the date hereof or the IUB Letter, IUB has not (A) issued or permitted to be issued any shares of BlackRock Class A Common Stock and 40,000,000 capital stock, or securities exercisable for or convertible into shares of BlackRock Class B Common Stock are owned by PNC as capital stock, of IUB or any Subsidiary; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through any Subsidiary, any shares of capital stock of IUB or any Subsidiary (other than the acquisition of trust account shares); or (C) declared, set aside, made or paid to shareholders of IUB dividends or other distributions on the outstanding shares of capital stock of IUB, other than regular quarterly cash dividends at a rate not in excess of the date hereofregular quarterly dividend most recently declared by IUB prior to September 30, 1997.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of 250,000,000 shares of Parent Common Stock. (b) As of the date hereof, is 250,000,000 : (i) 61,541,389 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares Stock are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, all of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, and are fully paid and non-assessable and have not been issued in violation of any Equity Rights.nonassessable, (bii) The authorized capital stock of BlackRock Merger Sub is 100 1,110,577 shares of Merger Sub Common Stock, of which one share is Parent Restricted Stock are issued and outstanding. All , all of the issued and outstanding shares of Merger Sub Common Stock which have been duly authorized and validly issued, (iii) 3,938,298 shares of Parent Common Stock are reserved for issuance upon exercise of outstanding warrants of Parent (excluding any outstanding warrants granted pursuant to the Parent Incentive Plan), (iv) 8,557,461 shares of Parent Common Stock are reserved for issuance pursuant to the terms of outstanding awards granted pursuant to the Parent Incentive Plan, (v) no shares of Parent Common Stock are reserved for issuance pursuant to the Parent Incentive Plan for awards not yet granted, and (vi) no shares of Parent Common Stock are fully paid and non-assessable and have not been issued held in violation the treasury of any Equity RightsParent. (c) Except as set forth in Schedule 4.2(cSection 5.3(c) of the Parent Disclosure Letter or Section 5.3(b), as of the date of this Agreement, there are no outstanding Equity Rights (i) options, warrants, preemptive rights, subscriptions, calls or other Rights, convertible securities, exchangeable securities, agreements or commitments of any character obligating BlackRock Parent, Merger Sub or any Controlled Affiliate other Subsidiaries of Parent to issue, delivertransfer or sell any equity interest in Parent, Merger Sub or any other Subsidiary of Parent or securities convertible into or exchangeable for such equity interests. (d) There are no bonds, debentures, notes, or other Indebtedness or, except for the Parent Common Stock, other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Parent Shareholders may vote. None of Parent, Merger Sub or any other Subsidiary of Parent has any Contract or other obligation to repurchase, redeem, purchase or sell, otherwise acquire any shares of Parent Common Stock or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock any of Parent's Subsidiaries, or make any investment (in the form of a loan, capital contribution, or otherwise) in any of Parent's Subsidiaries or any other Person. None of its Controlled Affiliates the outstanding equity securities or (iii) obligating BlackRock other securities of Parent, Merger Sub or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to other Subsidiary of Parent was issued in violation of the capital stock or equity of BlackRock Securities Act or any of its Controlled Affiliatesother Law. Except as set forth in Schedule 4.2(c)Section 5.3(d) of the Parent Disclosure Letter, one none of BlackRock and its Controlled Affiliates Parent, Merger Sub or any other Subsidiary of Parent owns, or has any (x) outstanding indebtedness that could convey Contract or other obligation to acquire, any equity securities or other securities of any Person (other than Subsidiaries of Parent) or any direct or indirect equity or ownership interest in any other business. Except for this Agreement and the right Voting and Support Agreement, there are no voting trusts, proxies or other Contracts to votewhich Parent, Merger Sub or any other Subsidiary of Parent is a party or by which any of them is bound with respect to the holding, voting or disposition of any units, shares or any equity interests of Parent, Merger Sub or any other Subsidiary of Parent, except pursuant to the Parent Charter, the Parent Bylaws or the organizational documents of the Subsidiaries of Parent. (e) All of the outstanding shares of capital stock of each of the Subsidiaries of Parent that is convertible into or exercisable for capital stock or equity of BlackRock a corporation (including Merger Sub) are duly authorized, validly issued, fully paid and nonassessable and each such share owned by Parent or any of its Controlled Affiliates Subsidiaries is free and clear of all Liens. All equity interests in each of the Subsidiaries of Parent that is a partnership or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock limited liability company are duly authorized and validly issued and each such equity interest owned by Parent or any of its Controlled Affiliates on any matterSubsidiaries is free and clear of all Liens, other than Liens arising under the Parent Credit Agreements. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 50,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock$0.001 par value, of which 44,298,000 1,009,643 shares are of Parent Common Stock shall be issued and outstanding immediately prior to the Effective Time of the Merger and 10,000,000 no shares of Preferred StockParent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, options and otherwise. Except as set forth above, no shares of which zero shares capital stock or other equity securities of Parent are issued and issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and, not subject to preemptive rights, and have not been issued in violation compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Equity Rights. (b) The authorized capital stock matters on which shareholders of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingParent may vote. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any Controlled Affiliate of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other equity securities of BlackRock Parent or any of its Controlled Affiliates subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity arrangements of BlackRock Parent or any of its Controlled Affiliates. Except as set forth subsidiaries to repurchase, redeem or otherwise acquire or make any payment in Schedule 4.2(c), one respect of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for shares of capital stock or equity of BlackRock Parent or any of its Controlled Affiliates subsidiaries. There are no agreements or (y) Equity Rights that entitle arrangements pursuant to which Parent is or convey could be required to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 register shares of BlackRock Class A Parent Common Stock and 40,000,000 or other securities under the Securities Act or other agreements or arrangements with or among any securityholders of Parent with respect to securities of Parent. The authorized capital stock of Sub consists of 1,000 shares of BlackRock Class B Common Stock common stock, of which 1,000 shares have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by PNC as Parent, free and clear of the date hereofany lien.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 (i) 40,000,000 shares of BlackRock Class A Parent Common StockStock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share. (b) Immediately prior to the Closing, (i) 21,000,000 shares of which 19,799,640 shares are Parent Common Stock (on a fully diluted basis) shall be issued and outstanding, 100,000,000 (ii) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Preferred Stock are to be issued or outstanding; and outstanding and 10,000,000 (iii) no shares of Preferred StockParent Common Stock are to be held in the treasury of Parent. Except as described above, there shall be no shares of which zero shares are issued and voting or non-voting capital stock, equity interests or other securities of Parent authorized, issued, reserved for issuance or otherwise outstanding. . (c) All of the issued and outstanding shares of capital stock have been Parent Common Stock are, and all shares of Parent Common Stock to be issued in connection with the Merger will be, when issued in accordance with the terms hereof, duly authorized and authorized, validly issued, are fully paid and non-assessable assessable, and have not been subject to, or issued in violation of, any kind of preemptive, subscription or any Equity Rightskind of similar rights. (d) There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as described in subsection (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except above or as otherwise set forth in Schedule 4.2(c)on the Parent Disclosure Schedule, there are no outstanding Equity Rights securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (icontingent or otherwise) to which Parent is a party or bound obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other voting securities of BlackRock Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any such Equity Rightagreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither Parent nor any Subsidiary of Parent is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person. (e) All of the issued and outstanding shares of Parent Common Stock and all equity of its Subsidiaries were issued in compliance in all material respects with all applicable federal and state securities laws. (f) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, no par value per share, all of which are duly authorized, validly issued and fully paid and non-assessable, and all of which are, and at the Effective Time will be, owned by Parent free and clear of any Liens. All issued and outstanding capital stock of the Parent's Subsidiaries were duly authorized, validly issued and fully paid and non-assessable, and all of which are, and at the Effective Time will be and have been, owned by Parent free and clear of any Liens. There are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation(or options to acquire any such shares) or other security or equity interest of the Parent. Except as described in this Section 3.3, there are no stock-appreciation rights, security-based performance units, phantom stockstock or other security rights or other agreements, profit participation arrangements or similar rights commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance or other attribute of the Parent or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments, including but not limited to royalty payments to be made pursuant to any license or other agreement made by the Parent in the ordinary course of business) or commissions to sales representatives of the Parent or any of its Subsidiaries based upon revenues generated by them without augmentation as a result of the Merger or other transactions contemplated hereby) or to cause the Parent or any of its Subsidiaries to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Parent or any of its Subsidiaries. (g) There are no voting trusts, registration rights, proxies or other agreements, commitments or understandings of any character to which the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any of the stockholders of the Parent, is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or other security or equity interest of BlackRock the Parent or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (ai) The authorized Immediately prior to the First Closing Date, the issued and outstanding capital stock of BlackRock, as Parent will consist of a number of Parent Common Shares sufficient to consummate the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstandingParent Subject Transactions. All of the issued and outstanding shares of capital stock have been Parent Common Shares will be duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub assessable. There are no options to purchase Parent Common Stock, of which one share is Shares issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth may be required to issue Parent Common Shares or other equity interests in Schedule 4.2(c)connection with the Equity Draw-down, the Rights Offering or the Merger, there are no preemptive or other outstanding Equity Rights (i) obligating BlackRock rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent to issue or sell units or other equity securities of Parent or any Controlled Affiliate to issue, deliver, redeem, purchase securities or sellobligations convertible or exchangeable into or exercisable for, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for or acquire, any capital stock equity securities of BlackRock Parent, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (ii) Upon any issuance of its Controlled Affiliates Parent Common Shares as a result of the Equity Draw-down, the Rights Offering or the Merger pursuant to this Agreement and the Plan of Reorganization, such Parent Common Shares will be duly authorized, validly issued, fully paid and non-assessable. (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates Neither Parent nor OV2 has any (x) Subsidiary or otherwise owns an equity interest in any Person, except that if the First Closing occurs after March 31, 2016, Parent may own outstanding indebtedness that could convey to any equity interests of a Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as a real estate investment trust under Section 856 of the date hereofCode, which equity interests are listed on a nationally recognized stock exchange, in such minimal amount as is reasonably necessary to qualify Parent as a real estate investment trust under Section 856 of the Code.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists ----------------- of the date hereof, is 250,000,000 75,400,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 31,224,216 shares are issued were outstanding as of the close of business on September 13, 2000, and outstanding, 100,000,000 1,000,000 shares of BlackRock Class B Common StockPreferred Stock par value $0.001 per share (the "Parent Preferred ---------------- Shares"), of which 44,298,000 no shares are issued and were outstanding and 10,000,000 shares as of Preferred Stockthe close of business on ------ September 13, of which zero shares are issued and outstanding2000. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Parent Common Stock have been duly authorized and are validly issued, are fully paid and non-assessable nonassessable. The Parent has no Parent Common Stock reserved for issuance, except that, as of September 13, 2000, there were 2,340,000 shares of Parent Common Stock reserved for issuance pursuant to the Parent's 2000 Stock Option Plan (the "Parent Stock Plan"), ----------------- outstanding vested options to purchase 328,620 shares of Parent Common Stock, outstanding unvested options to purchase 1,254,882 shares of Parent Common Stock and have not been issued in violation outstanding warrants to purchase 257,772 shares of Parent Common Stock. Each of the outstanding shares of capital stock of each of the Parent's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by the Parent, free and clear of any Equity Rights. (c) lien, pledge, security interest, claim or other encumbrance. Except as set forth in Schedule 4.2(c)above, there are no preemptive or other outstanding Equity Rights (i) obligating BlackRock rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any Controlled Affiliate of its Subsidiaries to issue, deliver, redeem, purchase issue or sell, or cause to be issued, delivered, redeemed, purchased or sold, sell any shares of capital stock or related rightsother securities of the Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, (ii) or giving any Person a right to subscribe for or acquire, any capital stock securities of BlackRock the Parent or any of its Controlled Affiliates Subsidiaries, and no securities or (iii) obligating BlackRock obligation evidencing such rights are authorized, issued or outstanding. The Parent does not have outstanding any Controlled Affiliate to issuebonds, grantdebentures, adopt notes or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to other obligations the capital stock or equity holders of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person which have the right to vote, vote (or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person securities having the right to vote vote) with the shareholders stockholders of BlackRock or any of its Controlled Affiliates the Parent on any matter. matter (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof."Parent Voting Debt"). ------------------

Capital Structure. (ai) The authorized capital stock of BlackRock, as PTC consists of the date hereof, is 250,000,000 2,000,000 shares of BlackRock Class A common stock, without par value ("PTC Common Stock"), 1,026,401 shares of which 19,799,640 are outstanding, an aggregate of 30,731 shares of which are reserved for issuance in connection with outstanding stock options (each a "PTC Option") granted under the PTC Incentive Stock Option Plan (the "PTC Stock Option Plan") and no shares of which are held by PTC in its treasury; and 1,000,000 shares of preferred stock, no par value, with respect to which the board of directors is authorized to determine the series and classes thereof together with the rights, privileges and voting rights. No shares of preferred stock are outstanding, reserved for issuance or held by PTC in its treasury. (ii) No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of PTC may vote ("Voting Debt") are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and or outstanding. All outstanding shares of PTC Common Stock are, and any PTC Common Stock that may be issued pursuant to the issued exercise of any outstanding stock option will be, duly authorized, validly issued, fully paid and outstanding nonassessable and not subject to preemptive rights. (iii) Except as set forth herein, in any PTC SEC Document (as defined in Section 3.1(d) hereof) filed prior to the date hereof or the letter dated and delivered to IUB on the date hereof (the "PTC Letter"), which relates to this Agreement and is designated therein as being the PTC Letter, there is no option, warrant, call, right (including any preemptive right), commitment or any other agreement of any character that PTC or any Subsidiary is a party to, or may be bound by, requiring it to issue, transfer, sell, purchase or redeem any shares of capital stock, any Voting Debt, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock have been duly authorized of PTC or any Subsidiary, or to provide funds to, or make an investment (in the form of a loan, capital contribution or otherwise) in, any of PTC's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other corporation, partnership, firm, individual, trust or other legal entity (each, and validly issued, are fully paid and non-assessable and have not been issued in violation any group of any Equity Rightstwo or more of the foregoing, a "Person"). (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (civ) Except as set forth in Schedule 4.2(c)any PTC SEC Document filed prior to the date hereof or the PTC Letter, and except for this Agreement, there are is no outstanding Equity Rights (i) obligating BlackRock voting trust or other agreement or understanding to which PTC or any Controlled Affiliate to issue, deliver, redeem, purchase or sellSubsidiary is a party, or cause to may be issuedbound by, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the voting of the capital stock or equity of BlackRock PTC or any of its Controlled Affiliates. Except Subsidiary. (v) Since December 31, 1994, except as set forth in Schedule 4.2(c)any PTC SEC Document filed prior to the date hereof or the PTC Letter, one PTC has not (A) issued or permitted to be issued any shares of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to votecapital stock, or that is securities exercisable for or convertible into shares of capital stock, of PTC or exercisable for any Subsidiary; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through any Subsidiary, any shares of capital stock or equity of BlackRock PTC or any Subsidiary (other than the acquisition of its Controlled Affiliates trust account shares); or (yC) Equity Rights that entitle declared, set aside, made or convey paid to any Person the right to vote with the shareholders of BlackRock PTC dividends or any of its Controlled Affiliates other distributions on any matter. (d) 4,935,000 the outstanding shares of BlackRock Class A Common Stock and 40,000,000 shares capital stock of BlackRock Class B Common Stock are owned by PNC as PTC, other than regular quarterly cash dividends at a rate not in excess of the date hereof.regular quarterly cash dividend most recently declared by PTC prior to September 30, 1997. 6

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of 200,000,000 shares of Parent Common Stock and 5,000,000 shares of preferred stock, par value $0.01 per share. At the close of business on February 5, 2004, (i) 65,086,471 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Common Stock were held by Parent in its treasury and (iii) 7,617,524 shares of Parent Common Stock were subject to outstanding options to purchase Parent Common Stock granted under any stock option plan of Parent (a "Parent Employee Stock Option") and [187,122] additional shares of Parent Common Stock were reserved for issuance pursuant to stock option plans of Parent. Except as set forth above, at the close of business on February 5, 2004, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since February 5, 2004, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock issued upon the exercise of Parent Employee Stock Options outstanding as of February 5, 2004. There are no outstanding stock appreciation rights linked to the price of Parent Common Stock that were not granted in tandem with a related Parent Employee Stock Option. All outstanding shares of Parent Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the NRS, the Parent Charter, the Parent By-laws or any Contract to which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote ("Voting Parent Debt"). Except as set forth above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent or any Parent Subsidiary is a party or by which any of them is bound (i) obligating BlackRock Parent or any Controlled Affiliate Parent Subsidiary to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or any Parent Subsidiary or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock obligating Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or similar rights with respect to the capital stock or equity of BlackRock or (iii) that give any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person person the right to vote, receive any economic benefit or that is convertible into right similar to or exercisable for capital stock or equity derived from the economic benefits and rights occurring to holders of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Parent Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as Stock. As of the date hereofof this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent Subsidiary.

Capital Structure. (a) The authorized capital stock of BlackRockthe Parent consists of 100,000,000 shares of Parent Stock, as and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date hereof, is 250,000,000 of this Agreement (a) 312,730 shares of BlackRock Class A Common Stock, of which 19,799,640 shares Parent Stock are issued and outstanding, 100,000,000 ; (b) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares preferred stock are issued and outstanding and 10,000,000 (c) no shares of Preferred StockParent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, of which zero shares are issued and outstanding. All of the issued and outstanding no shares of capital stock have been or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares General Corporation Law of Merger Sub Common the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issuedmay vote (“ Voting Parent Debt”). There are not any options, are fully paid and nonwarrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. kind to which the Parent is a party or by which it is bound (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (ia) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, the Parent or any of its Controlled Affiliates or Voting Parent Debt, (iiib) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock or equity of BlackRock or any of its Controlled Affiliatesthe Parent. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as As of the date hereofof this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. (ai) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued 3,200,000,000 Parent Shares and outstanding, 100,000,000 shares of BlackRock Class B Common preferred stock (such preferred stock, the “Parent Preferred Stock”). At the close of business on May 14, of which 44,298,000 shares are 2026, there were (A) 2,085,605,358 Parent Shares issued and outstanding and 10,000,000 (B) no shares of Parent Preferred Stock, of which zero shares are Stock issued and or outstanding. All Except as set forth in the immediately preceding sentence, at the close of the issued and outstanding business on May 14, 2026, no shares of capital stock or other equity securities of, or other equity or ownership interests in, Parent were issued or outstanding. Since May 14, 2026 to the date of this Agreement, (x) there have been no issuances by Parent of shares of capital stock or other equity securities of, or other equity or ownership interests in, Parent other than pursuant to the exercise or vesting of equity awards under any Parent equity award plans or pursuant to Parent’s dividend reinvestment and direct stock purchase plan, in each case, outstanding as of May 14, 2026, and (y) there have been no issuances by Parent of or any securities convertible into, exercisable or exchangeable for, or any rights, warrants or options to acquire shares of capital stock of Parent or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Parent Shares. All outstanding Parent Shares are, and all such Parent Shares that may be issued prior to the Effective Time will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rightssubject to preemptive rights. (bii) The authorized No Subsidiary of Parent (it being understood and agreed that for purposes of this Section 3.02(c)(ii), Subsidiaries of Parent shall not include (x) any benefit plan maintained by Parent or any of its Subsidiaries or (y) any nuclear decommissioning trusts maintained by Parent or any of its Subsidiaries) owns any Parent Shares or other shares of capital stock of BlackRock Merger Sub is 100 shares Parent. There are no bonds, debentures, notes or other Indebtedness of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation Parent or of any Equity Rights. of its Subsidiaries that give the holders thereof the right to vote (cor that are convertible into, exercisable for or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Shares may vote (“Voting Parent Debt”). Except for any obligations pursuant to this Agreement, pursuant to the terms of any Parent equity award plans or as otherwise set forth in Schedule 4.2(c)the organizational documents of Parent or any of its Subsidiaries, there are no outstanding Equity Rights options, warrants, rights (iincluding preemptive, conversion, stock appreciation, redemption or repurchase rights), convertible, exercisable or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which Parent or any of its Subsidiaries is a party or by which any of them is bound (A) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other securities of, or other equity or ownership interests in, or any security convertible, exercisable or exchangeable for any capital stock or related rightsother securities of, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or other equity or ownership interests in, Parent or any of its Controlled Affiliates Subsidiaries or any Voting Parent Debt, (iiiB) obligating BlackRock Parent or any Controlled Affiliate of its Subsidiaries to issue, grant, adopt grant or enter into any such Equity Right. There are no outstanding option, warrant, right, security, unit, Contract or authorized stock appreciation, phantom stock, profit participation undertaking to declare or similar rights with respect to the capital stock pay any dividend or equity of BlackRock distribution or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (xC) outstanding indebtedness that could convey to give any Person the right to vote, subscribe for or that is convertible into or exercisable for capital stock or equity acquire any securities of BlackRock Parent or any of its Controlled Affiliates Subsidiaries, or (y) Equity Rights that entitle to receive any economic interest of a nature accruing to the holders of Parent Shares or convey to any Person otherwise based on the right to vote with the shareholders performance or value of BlackRock shares of capital stock of Parent or any of its Controlled Affiliates on Subsidiaries. Except for any matter. (d) 4,935,000 obligations pursuant to this Agreement, pursuant to the terms of any Parent equity award plans or as otherwise set forth in the organizational documents of Parent or any of its Subsidiaries, there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of BlackRock Class A Common Stock and 40,000,000 shares capital stock or other securities of, or other equity or ownership interests in, Parent or any of BlackRock Class B Common Stock its Subsidiaries. There are owned by PNC as no voting agreements, voting trusts, shareholders agreements, proxies or other agreements to which Parent or any of its Subsidiaries is bound with respect to the voting of the date hereofcapital stock or other securities of, or other equity or ownership interests in, or restricting the transfer of, or providing registration rights with respect to, such capital stock, securities or interests.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of 250,000,000 shares of Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). At the Measurement Date, (i) 35,665,907 shares of Parent Common Stock were issued and outstanding, of which 1,122,248 shares of Parent Common Stock were Parent Restricted Shares (ii) zero (0) shares of Parent Common Stock were held by Parent in its treasury, (iii) 6,570,020 shares of Parent Common Stock were subject to outstanding rights under the Parent Warrant Agreement, (iv) 2,989,092 additional shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plan, and (v) zero (0) shares of Parent Preferred Stock were issued and outstanding. Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock of Parent were issued, reserved for issuance or outstanding. From the Measurement Date to the date of this Agreement, there have been no issuances by Parent of shares of capital stock of Parent or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of Parent or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Parent Common Stock, other than the rights under the Parent Warrant Agreement or rights under the Parent Stock Plan. (b) All outstanding shares of Parent Common Stock, and all such shares that may be issued prior to the Effective Time when issued, (i) are or will be, as applicable, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights and (ii) issued in compliance in all material respects with applicable securities Laws and other applicable Law and all requirements set forth in applicable Contracts. (c) As of the date of this Agreement, there are no bonds, debentures, notes or other Indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). (d) Except as set forth above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights options, warrants, convertible or exchangeable securities, stock-based performance units or other rights or Contracts to which Parent is a party or by which Parent is bound (i) obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock of, or related rightsany security convertible or exchangeable for any shares of capital stock of, Parent or any Voting Parent Debt, (ii) giving obligating Parent to issue, grant or enter into, as applicable, any Person a such option, warrant, security, unit, right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates Contract or (iii) obligating BlackRock or that give any Controlled Affiliate person the right to issuereceive any economic interest of any nature accruing to the holders of Parent Common Stock. As of the date of this Agreement, grant, adopt or enter into any such Equity Right. There there are no outstanding contractual obligations of Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciationof Parent or options, phantom warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of Parent, profit participation or similar rights except for (A) the withholding of shares of Parent Common Stock to satisfy tax obligations with respect to awards granted pursuant to the capital stock or equity Parent Stock Plan and (B) the acquisition by Parent of BlackRock or any of its Controlled Affiliates. Except as set forth Parent Restricted Shares in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote connection with the shareholders forfeiture of BlackRock or any awards of its Controlled Affiliates on any mattersuch. (de) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock All Parent Restricted Shares are owned evidenced by PNC as of the date hereofwritten award agreements.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 Two Hundred Million (200,000,000) shares of BlackRock Class A Common Stockcommon stock, par value $0.0001 per share, and Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share, of which 19,799,640 shares are issued and outstanding, 100,000,000 (i) 12,269,144 shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Stock are issued and outstanding (after giving effect to the Forward Split but before giving effect to the issuances to be made at Closing and 10,000,000 certain cancellations or outstanding Parent Stock), (ii) no shares of Preferred Stockpreferred stock are outstanding, and (iii) no shares of which zero shares Parent Stock or preferred stock are issued and outstandingheld by the Parent in its treasury. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Merger Sub Common the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). Except in connection with the Transactions, are fully paid and non-assessable and have not been issued in violation as of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking 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 the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 two hundred million (200,000,000) shares of BlackRock Class A Common Stock, and one hundred million (100,000,000) shares of preferred stock, par value $0.0001 per share, of which 19,799,640 shares 19,327,940 and 1,911.107 are issued and outstanding, 100,000,000 respectively. Parent also has warrants outstanding for the purchase of 728,765 shares of BlackRock Class B its Common Stock, and options outstanding for the purchase of which 44,298,000 shares are issued and outstanding and 10,000,000 225,674 shares of Preferred its Common Stock. In addition, Parent has $1,983,948 in outstanding convertible debt that may be converted into no more than 4,959,870 shares of which zero shares are issued and outstandingCommon Stock (based on the floor price of $0.40 per share). All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issuedNRS, are fully paid and non-assessable and have not been issued in violation of the Parent Charter, the Parent Bylaws or any Equity Rights. (c) Contract to which the Parent is a party or otherwise bound. Except as set forth in the Parent Disclosure Schedule 4.2(c)as of the date of this Agreement, there are no outstanding Equity Rights bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Acquisition Shares Stock may vote (“Voting Parent Debt”). Except as set forth in the Parent Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking 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 with respect occurring to holders of the capital stock or equity of BlackRock or any of its Controlled Affiliatesthe Parent. Except as set forth in Schedule 4.2(c)the Parent Disclosure Schedule, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey the Parent is not a party to any Person agreement granting any security holder of the Parent the right to vote, or that is convertible into or exercisable for cause the Parent to register shares of the capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as other securities of the date hereofParent held by such security holder under the Securities Act.

Capital Structure. (ai) The authorized capital stock of BlackRock, as Purchaser consists of 50,000,000 shares of Purchaser Common Stock and 1,000,000 shares of undesignated Preferred Stock (“Purchaser Preferred Stock”). (ii) As of the date hereof, is 250,000,000 of this Agreement, (A) 18,314,905 shares of BlackRock Class A Purchaser Common Stock, of which 19,799,640 shares Stock are issued and outstanding, 100,000,000 all of which are validly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and were issued in full compliance with all applicable laws; and (B) No shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Purchaser Preferred Stock, of which zero shares Stock are issued and outstanding. All . (iii) The shares of Purchaser Common Stock to be issued in exchange for shares of Company Capital Stock upon consummation of the issued and outstanding shares of capital stock Merger in accordance with this Agreement have been duly authorized and when issued in accordance with the terms of this Agreement, will be validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation of any Equity Rightssubject to no preemptive rights. (biv) The authorized capital stock No bonds, debentures, notes or other indebtedness, in each case having the right to vote on any matters on which shareholders of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issuedPurchaser may vote, are fully paid and non-assessable and have not been issued in violation of any Equity Rightsor outstanding. (cv) Except as set forth in Schedule 4.2(cthis Section 3.3(c), there as of the date of this Agreement, (A) no shares of capital stock or other voting securities of Purchaser are no issued, reserved for issuance or outstanding, and (B) other than options to purchase shares of Purchaser Common Stock, neither the Company nor any of its Subsidiaries has or is bound by any outstanding Equity Rights (i) subscriptions, options, warrants, puts, calls, rights, convertible securities, commitments or agreements of any character obligating BlackRock Purchaser or any Controlled Affiliate of its Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any additional shares of capital stock of BlackRock Purchaser (including any rights plan or agreement) or obligating Purchaser or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, puts, calls, rights, convertible securities, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or Neither Purchaser nor any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)Subsidiaries has or is bound by any rights of any character relating to the purchase, one sale or issuance or voting of, or right to receive dividends or other distributions on shares of BlackRock and its Controlled Affiliates has Purchaser Common Stock, or any (x) outstanding indebtedness that could convey to other security of Purchaser or a Subsidiary of Purchaser or any Person securities representing the right to vote, purchase or otherwise receive any shares of Purchaser Common Stock or any other security of Purchaser or a Subsidiary of Purchaser. Other than as stated herein, there are no outstanding securities or instruments that is convertible into contain any redemption or exercisable for capital stock or equity similar provisions, and there are no outstanding contractual obligations of BlackRock Purchaser or any of its Controlled Affiliates Subsidiaries to repurchase, redeem or (y) Equity Rights that entitle or convey to otherwise acquire any Person the right to vote with the shareholders shares of BlackRock capital stock of Purchaser or any of its Controlled Affiliates on any matterSubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (ai) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 100,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 51,836,000 shares are issued were outstanding as of the close of business on November 1, 2005, and outstanding, 100,000,000 1,000,000 shares of BlackRock Class B Common Stockpreferred stock, $.001 par value per share, of which 44,298,000 255,000 shares are issued have been designated Series A Preferred Stock and outstanding and 10,000,000 no shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Parent Common Stock have been duly authorized and are validly issued, are fully paid and nonnonassessable. Other than 7,454,000 shares reserved for issuance under the Parent’s 1996 Incentive Stock Plan, 1997 Distributor Advisory Panel Stock Option Plan, 1997 Surgeon Advisory Panel Stock Option Plan, 2000 Non-assessable and have not been issued in violation of any Equity Rights. Employee Director Stock Option Plan, 2004 Empi Stock Option Plan (c) Except as set forth in Schedule 4.2(cthe “Parent Stock Plans”), there are the Parent has no shares of Parent Common Stock reserved for issuance. Each of the outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any shares of capital stock or related other securities of each of the Parent’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for director qualifying shares in jurisdictions in which such shares are required, owned by the Parent or by a direct or indirect wholly-owned Subsidiary of the Parent, free and clear of any Lien. There are no preemptive or other outstanding rights, (ii) options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent to issue or sell any shares of capital stock or other securities of the Parent or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any capital stock securities of BlackRock the Parent, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of its Controlled Affiliates any shares in accordance with the terms of the Stock Plans, such shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. The Parent does not have outstanding any bonds, debentures, notes or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to other obligations the capital stock or equity holders of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person which have the right to vote, vote (or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person securities having the right to vote vote) with the shareholders stockholders of BlackRock or any of its Controlled Affiliates the Parent on any matter. (dii) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as Section 5.2(b)(ii) of the date hereofParent Disclosure Letter sets forth (x) each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Parent’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded Parent held for investment by the Parent or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such Parent. The Parent does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Company under the HSR Act.

Capital Structure. (a) The authorized capital stock of BlackRockthe Parent consists of 500,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, as $0.001 par value (“Parent Preferred Stock”). As of the date hereofof this Agreement, is 250,000,000 (A) 25,500,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares Stock are issued and outstanding, 100,000,000 and (B) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Company Preferred Stock, of which zero shares Stock are issued and outstanding. All Since the date of this Agreement, the Parent has not issued and outstanding any shares of Parent Common Stock or Parent Preferred Stock. Except as set forth above, no shares of capital stock have been or other voting securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (bor convertible into, or exchangeable for, securities having the right to vote) The authorized capital stock on any matters on which holders of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Parent Common Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). There are no options, are fully paid and nonwarrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights kind to which Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking 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 the Parent. There are no outstanding contractual obligations of Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of Parent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such securityholder under the Securities Act. At the Initial Closing, Parent shall deliver to the Company a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A the Parent’s Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofStock.

Capital Structure. (ai) The authorized capital stock of BlackRock, as As of the date hereof, is 250,000,000 the authorized capital shares of BlackRock Class A Park consists of 20,000,000 Park Common StockShares. At the close of business on September 30, 1996, 7,222,610 Park Common Shares were outstanding, 200,000 Park Common Shares were reserved for issuance upon the exercise of stock options, out of which 19,799,640 60,000 of such Park Common Shares are subject to currently outstanding stock options (which options reload at the time they are exercised), and 91,613 Park Common Shares were held by Park in its treasury or by its Subsidiaries (other than trust account shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstandingor DPC shares). All of the issued and outstanding shares of capital stock Park Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Park Common Shares to be issued pursuant to or as specifically contemplated by this Agreement (including without limitation as contemplated by Section 5.8 hereof) will be, if and when issued in accordance with the terms hereof or as contemplated hereby, and subject to approval by the shareholders of Park of this Agreement, duly authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rightssubject to preemptive rights. (bii) The authorized capital stock No Voting Debt of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share Park is issued and or outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (ciii) Except As of the date of this Agreement, except for this Agreement and the Park National Corporation 1995 Incentive Stock Option Plan (the "Park Option Plan") or dividend reinvestment and stock purchase plan (such plans collectively, the "Park Stock Plans") and except as set forth in Schedule 4.2(c)disclosed to First-Knox ▇▇▇or to the date of this Agreement, there are no outstanding Equity Rights (i) obligating BlackRock options, warrants, calls, rights, commitments or agreements of any character to which Park or any Controlled Affiliate Subsidiary of Park is a party or by which it is bound obligating Park or any Subsidiary of Park to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock shares or any Voting Debt of its Controlled Affiliates Park or (iii) of any Subsidiary of Park or obligating BlackRock Park or any Controlled Affiliate Subsidiary of Park to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, commitment or agreement. There are no outstanding True and correct copies of the Park Stock Plans as in effect on the date hereof have been provided to First-Knox. (iv) Since September 30, 1996, Park has not (A) issued or authorized stock appreciationpermitted to be issued any capital shares, phantom stockor securities exercisable for or convertible into capital shares, profit participation or similar rights with respect to the capital stock or equity of BlackRock Park or any of its Controlled Affiliates. Except Subsidiaries, other than pursuant to and as set forth required by the terms of the Park Stock Plans (or in Schedule 4.2(cthe ordinary course of business as permitted by such plans and consistent with past practice), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates ; or (yB) Equity Rights that entitle declared, set aside, made or convey paid to any Person the right to vote with the shareholders of BlackRock Park dividends or any of its Controlled Affiliates other distributions on any matter. (d) 4,935,000 the outstanding capital shares of BlackRock Class A Park, other than regular quarterly cash dividends on the Park Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as Shares at a rate not in excess of the regular quarterly cash dividends most recently declared by Park prior to the date hereofof this Agreement.

Capital Structure. (a) The authorized capital stock of BlackRockCYIX consists of 75,000,000 shares of common stock, as $0.001 par value. As of the date hereof, is 250,000,000 5,870,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares CYIX’s common stock are issued and outstanding and 10,000,000 no shares of Preferred StockCYIX’s common stock are held by CYIX in its treasury; provided, of which zero shares are issued and outstanding. All however, that CYIX intends to effect a 1-for-0.481752 reverse split of the CYIX common stock, immediately prior to the Closing, such that the Company shall have only 14,672,865 shares of common stock issued and outstanding after giving effect to the reverse split. Except as set forth above, no shares of capital stock have been or other voting securities of CYIX were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of CYIX are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares Nevada Revised Statutes, the CYIX Charter, the CYIX Bylaws or any Contract to which CYIX is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Merger Sub Common Stock have been duly authorized and validly issuedCYIX having the right to vote (or convertible into, are fully paid and non-assessable and have not been issued in violation or exchangeable for, securities having the right to vote) on any matters on which holders of any Equity Rights. CYIX’s common stock may vote (c) Except as set forth in Schedule 4.2(c“Voting CYIX Debt”). As of the date of this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which CYIX is a party or by which it is bound (ia) obligating BlackRock or any Controlled Affiliate CYIX to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, CYIX or any of its Controlled Affiliates or Voting CYIX Debt, (iiib) obligating BlackRock or any Controlled Affiliate CYIX to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock or equity of BlackRock or any of its Controlled AffiliatesCYIX. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as As of the date hereofof this Agreement, there are not any outstanding contractual obligations of CYIX to repurchase, redeem or otherwise acquire any shares of capital stock of CYIX. The stockholder list provided to Goldenway or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the CYIX’s common stock.

Capital Structure. (ai) The As of the date of this Agreement, the authorized capital stock of BlackRock, as CPA14 consists of the date hereof, is 250,000,000 120,000,000 shares of BlackRock Class A CPA14 Common Stock, 87,326,105 shares of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been CPA14 Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to, or issued in violation of, any preemptive right, purchase option, call option, right of first refusal, subscription or any Equity Rightsother similar right. All dividends or distributions on securities of CPA14 or any CPA14 Subsidiary that have been declared or authorized prior to the date of this Agreement have been paid in full. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (cii) Except as permitted under this Agreement or as set forth in Schedule 4.2(c)2.1(c)(ii) of the CPA14 Disclosure Letter, there are issued and outstanding or reserved for issuance: (1) no outstanding Equity Rights stock, Voting Debt or other voting securities or equity securities of CPA14; (i2) obligating BlackRock no securities of CPA14 or any Controlled Affiliate CPA14 Subsidiary or securities or assets of any other entity convertible into or exchangeable for shares of stock, Voting Debt or other voting securities or equity securities of CPA14 or any CPA14 Subsidiary; and (3) no subscriptions, options, warrants, conversion rights, calls, performance stock awards, stock appreciation rights or phantom stock rights, rights of first refusal, rights (including preemptive rights), commitments or arrangements or agreements to which CPA14 or any CPA14 Subsidiary is a party or by which it is bound obligating CPA14 or any CPA14 Subsidiary to issue, deliver, redeemsell, purchase purchase, redeem or sellacquire, or cause to be issued, delivered, redeemed, purchased or sold, purchased, redeemed or acquired, additional shares of stock, Voting Debt or other voting securities of CPA14 or of any capital stock CPA14 Subsidiary, or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock obligating CPA14 or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate CPA14 Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. subscription, option, warrant, conversion right, call, performance stock award, stock appreciation right or phantom stock right, right of first refusal, right, commitment or arrangement or agreement. (iii) There are no outstanding (x) stockholder agreements, voting trusts or authorized stock appreciation, phantom stock, profit participation other agreements or similar rights with respect understandings relating to the voting of any shares of capital stock or equity of BlackRock CPA14 or any ownership interests in any CPA14 Subsidiary or (y) agreements or understandings relating to the sale or transfer of its Controlled Affiliates. any shares of CPA14 or any ownership interests in any CPA14 Subsidiary (other than those listed on Schedule 2.1(g) of the CPA14 Disclosure Letter), in the case of (x) and (y) to which CPA14 or any CPA14 Subsidiary is a party other than as listed on Schedule 2.1(c)(iii) of the CPA14 Disclosure Letter. (iv) Except as set forth in Schedule 4.2(c)2.1(c)(iv) of the CPA14 Disclosure Letter, one no holder of BlackRock and its Controlled Affiliates securities in CPA14 or any CPA14 Subsidiary has any (x) outstanding indebtedness that could convey to any Person the right to vote, have such securities registered under the Securities Act or that is convertible into or exercisable for capital stock or equity of BlackRock under any state securities Laws by CPA14 or any CPA14 Subsidiary, as the case may be. All prior issuances of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock securities by CPA14 or any of its Controlled Affiliates on any matterCPA14 Subsidiary were, in all respects, made in compliance with all applicable federal and state securities Laws. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of (i) 300,000,000 shares of Parent Common Stock, of which there were issued and outstanding as of the close of business on the date hereof, 47,286,467 shares of Parent Common Stock and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as of the close of business on the date hereof, no shares of preferred stock of Parent. Schedule 4.2 of the SFX Disclosure Schedule sets forth all of the shares of Parent Common Stock and other securities exercisable for or convertible into capital stock of Parent that will be outstanding as of the date hereof, is 250,000,000 . The shares of BlackRock Class A Parent Common StockStock comprising the Stock Consideration and the Earn-Out Shares have been duly authorized by all necessary corporate action and, of which 19,799,640 shares are when issued and outstandingdelivered against payment therefor in accordance with the terms of this Agreement, 100,000,000 the shares of BlackRock Class B Parent Common StockStock comprising the Stock Consideration and the Earn-Out Shares will be validly issued, of which 44,298,000 shares are issued fully paid and outstanding non-assessable. Other than as set forth in this Agreement and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All as set forth on Schedule 4.2 of the issued and SFX Disclosure Schedule, there are no other outstanding shares of capital stock have been or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of Parent after the date hereof. All outstanding shares of Parent Common Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation are free of any Equity Rights. (b) The authorized capital stock Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of BlackRock Merger Sub first refusal created by statute, the charter, bylaws or equivalent organizational documents of an, or any, agreement to which Parent is 100 shares of Merger Sub Common Stocka party or by which it is bound. There are no other options, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issuedwarrants, are fully paid and non-assessable and have not been issued in violation calls, rights, commitments or Contracts of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) character to which Parent is a party or by which it is bound obligating BlackRock or any Controlled Affiliate Parent to issue, transfer, deliver, sell, repurchase or redeem, purchase or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any shares of capital stock of BlackRock Parent or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such Equity Rightoption, warrant, call, right, commitment or Contract. There are no outstanding Contracts relating to voting, purchase or authorized stock appreciation, phantom stock, profit participation sale of Parent Common Stock (i) between or similar rights with respect to the capital stock or equity of BlackRock or among Parent and any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)stockholders and (ii) to SFX’s Knowledge, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, between or that is convertible into or exercisable for capital stock or equity of BlackRock or among any of its Controlled Affiliates or (y) Equity Rights that entitle or convey Parent’s stockholders. Securities issued by Parent to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterOther Parties under Other Contribution Agreements will be Parent Common Stock. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (ai) The authorized capital stock of BlackRockBCC consists of 580,000,000 shares of BCC Common Stock, $0.001 par value, 20,000,000 shares of preferred stock, $0.001 par value per share, of which 1,000 shares are designated as Series A preferred stock (“Series A Preferred Stock”) and 2,900,000 shares are designated as Series E preferred stock (“Series E Preferred Stock”). Schedule 4.1(e)(i) sets forth, as of the date hereofEffective Date, is 250,000,000 (i) the number of shares of BlackRock Class A BCC Common Stock, of which 19,799,640 shares Stock that are issued and outstanding, 100,000,000 (ii) the number of shares of BlackRock Class B Common Stock, of which 44,298,000 shares Series A Preferred Stock that are issued and outstanding and 10,000,000 (iii) the number of shares of Series E Preferred Stock, of which zero shares Stock that are issued and outstanding. All of the issued and outstanding shares of the capital stock have been of BCC are duly authorized and authorized, validly issued, are fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. All shares of BCC Common Stock issued pursuant to the terms of this Agreement shall be duly authorized, validly issued, fully paid and non-assessable assessable, and have not been issued in violation free of any Equity Rightspreemptive rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (cii) Except as set forth in on Schedule 4.2(c), 4.1(e)(ii) there are no outstanding Equity Rights (i) obligating BlackRock securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which BCC or any Controlled Affiliate BCC Subsidiary is a party or by which any of them is bound, obligating BCC or any BCC Subsidiary to issue, deliver, redeem, purchase deliver or sellsell or create, or cause to be issued, delivereddelivered or sold or created, redeemedadditional shares of BCC Common Stock, purchased shares of Preferred Stock or sold, any capital other equity securities or phantom stock or related rights, (ii) giving other contractual rights the value of which is determined in whole or in part by the value of any Person a right to subscribe for any capital stock equity security of BlackRock BCC or any of its Controlled Affiliates the BCC Subsidiaries or (iii) obligating BlackRock BCC or any Controlled Affiliate BCC Subsidiary to issue, grant, adopt extend or enter into any such Equity Rightsecurity, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations of BCC or authorized stock appreciationany BCC Subsidiary to repurchase, phantom stockredeem or otherwise acquire any shares of BCC Common Stock, profit participation shares of Preferred Stock, or similar rights with respect other equity securities of BCC or any BCC Subsidiary. Neither BCC nor any BCC Subsidiary is a party to or, to the Knowledge of BCC, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock or equity of BlackRock BCC or any of its Controlled Affiliatesthe BCC Subsidiaries. (iii) The membership interests of Trupet set forth on Schedule 4.1(e)(iii) constitute all of the issued and outstanding equity interests in Trupet as of the Effective Date, and such membership interests are owned of record by the applicable Trupet Members listed on Schedule 4.1(e)(iii). The membership interests listed on Schedule 4.1(e)(iii) constitute all of the interests in and to Trupet that are held by each Trupet Member. Except as set forth in on Schedule 4.2(c4.1(e)(iii), one there exist no rights to purchase, subscriptions, warrants, options, conversion rights, preemptive rights or similar rights, and there are no outstanding equity, appreciation, phantom interest, profits participation or other benefit plans relating to the membership interests of BlackRock Trupet. All issued and its Controlled Affiliates has any outstanding membership interests of Trupet are: (xi) outstanding indebtedness that could convey duly authorized, validly issued, fully paid and non-assessable; (ii) not subject to any Person preemptive rights created by statute, the right to voteTrupet organizational documents, or that any agreement to which Trupet is convertible into a party; and (iii) free of any Encumbrances created by Trupet in respect thereof or exercisable for capital stock or equity by any third party. All issued and outstanding membership interests of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote Trupet were issued in compliance with the shareholders of BlackRock or any of its Controlled Affiliates on any matterapplicable Law. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of 50,000,000 shares of Parent's Common Stock and 5,000,000 shares of preferred stock, as $.01 par value. As of the date hereof, is 250,000,000 of this Agreement: (i) 2,924,121 shares of BlackRock Class A Parent's Common Stock, of which 19,799,640 shares Stock are issued and outstanding, 100,000,000 ; (ii) 1,500,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Parent 6% Convertible Preferred Stock, which stock is convertible into shares of which zero Parent Stock at the lesser of 70% of the current market price for such stock at the time of conversion or $.52 per share, are reserved for issuance; and (iii) 2,309,476 shares of Parent's Common Stock are issued reserved for issuance upon exercise of outstanding options and warrants. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Parent are, and all shares of Preferred Stock which may be issued pursuant to this Agreement will be, when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 subject to preemptive rights. All shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Preferred Stock or Parent Common Stock have been duly authorized and validly issued pursuant to this Agreement will, when so issued, be registered or exempt from registration under any applicable federal or state securities laws. There are fully paid and non-assessable and have not been issued in violation no outstanding bonds, debentures, notes or other indebtedness or other such securities of Parent having the right to vote on any Equity Rights. (c) matters on which stockholders of Parent may vote. Except as set forth in Schedule 4.2(c)above, there are no outstanding Equity Rights (i) securities, options, warrants, calls, or rights obligating BlackRock Parent or any Controlled Affiliate of its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock other equity securities of BlackRock Parent or any of its Controlled Affiliates subsidiaries or (iii) obligating BlackRock Parent or any Controlled Affiliate of its subsidiaries to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding or authorized stock appreciationsecurity, phantom stockoption, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)warrant, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to votecall, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterright. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRockParent consists of 40,000,000 shares of Parent Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date hereof (i) 500,000 shares of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote ("Voting Parent Debt"). Except as set forth above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking 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 with respect occurring to holders of the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent to repurchase, redeem or equity otherwise acquire any shares of BlackRock or any capital stock of its Controlled AffiliatesParent. Except as set forth in Schedule 4.2(c)4.03, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey the Parent is not a party to any Person agreement granting any securityholder of the Parent the right to vote, or that is convertible into or exercisable for cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such securityholder under the Securities Act. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 issued and outstanding shares of BlackRock Class A the Parent's Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofStock.

Capital Structure. (a) The authorized capital stock of BlackRockRISE KING consists of 50,000 ordinary shares, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, all of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All Except as set forth above, no shares of capital stock or other voting securities of RISE KING are issued, reserved for issuance or outstanding. Except as disclosed in the RISE KING Disclosure Letter, RISE KING is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding shares of the capital stock have been of RISE KING and each of its subsidiaries are duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the jurisdiction in which such entity was organized, the organizational documents of any such entity or any Contract to which RISE KING is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of RISE KING or any of its subsidiaries having the right to vote (bor convertible into, or exchangeable for, securities having the right to vote) The authorized on any matters on which holders of RISE KING Stock or the capital stock of BlackRock Merger Sub is 100 shares any of Merger Sub Common Stock, of which one share is issued and outstandingits subsidiaries may vote (“Voting RISE KING Debt”). All As of the issued and outstanding shares date of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which RISE KING or any of its subsidiaries is a party or by which any of them is bound (ia) obligating BlackRock RISE KING or any Controlled Affiliate of its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, RISE KING or any of its Controlled Affiliates subsidiaries or any Voting RISE KING Debt, (iiib) obligating BlackRock RISE KING or any Controlled Affiliate of its subsidiaries to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock of RISE KING or equity of BlackRock or any of its Controlled Affiliatessubsidiaries. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as As of the date hereofof this Agreement, there are not any outstanding contractual obligations of RISE KING to repurchase, redeem or otherwise acquire any shares of capital stock of RISE KING.

Capital Structure. (ai) The authorized capital stock of BlackRockJSB consists of 65,000,000 shares of JSB Common Stock and 15,000,000 shares of preferred stock, as par value $.01 per share ("JSB Preferred Stock"). As of the date hereof, is 250,000,000 of this Agreement: (A) 9,286,897 shares of BlackRock Class A JSB Common Stock, of which 19,799,640 shares are Stock were issued and outstanding, 100,000,000 (B) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of JSB Preferred Stock, of which zero shares are Stock were issued and outstanding. All of the issued and outstanding , (C) no shares of capital stock JSB Common Stock were reserved for issuance, except that 952,676 shares of JSB Common Stock were reserved for issuance pursuant to the JSB Option Plans, which includes 810,676 shares reserved for issuance upon the exercise of options that have already been duly authorized and validly issuedgranted under the JSB Option Plans, plus (ii) 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 fully paid and non-assessable and have not been issued in violation of any Equity Rightsor outstanding. (biii) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All As of the issued date of this Agreement, except for this Agreement, the JSB Option Agreement, the JSB Option Plans and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)JSB's Disclosure Letter, there are no neither JSB nor any of its Subsidiaries has or is bound by any outstanding Equity Rights (i) options, warrants, calls, rights, convertible securities, commitments or agreements of any character obligating BlackRock JSB or any Controlled Affiliate of its Subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any additional shares of capital stock of BlackRock JSB or any of its Controlled Affiliates Subsidiaries or (iii) obligating BlackRock JSB or any Controlled Affiliate of its Subsidiaries to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, convertible security, commitment or agreement. There As of the date hereof, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity contractual obligations of BlackRock JSB or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)Subsidiaries to repurchase, one redeem or otherwise acquire any shares of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock JSB or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterSubsidiaries. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized share ------------------ capital stock of BlackRockParent consists of 100,000,000 Ordinary Shares, $0.00320375 par value per share, and 25,000,000 Preference Shares, $0.00320375 par value. As of the date hereof (i) 9,742,000 shares of Parent Ordinary Shares are issued and outstanding, (ii) no shares of Preference Shares are outstanding and (iii) no shares of Parent Ordinary Shares or Preference Shares are held by Parent in its treasury. Except as set forth above, no ordinary shares or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding ordinary shares of Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Laws of the Cayman Islands, the Parent Charter or any Contract to which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Ordinary Shares may vote ("Voting Parent -------------- Debt"). Except as set forth above, as of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. All of the issued and outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this ---- Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, "phantom" share rights, share appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional ordinary shares or other equity interests in, or any capital stock security convertible or related rightsexercisable for or exchangeable into any shares of or other equity interest in, Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking 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 share capital of the Parent. There As of the date of this Agreement, there are no not any outstanding contractual obligations of Parent to repurchase, redeem or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to otherwise acquire any ordinary shares of the capital stock or equity of BlackRock or any of its Controlled AffiliatesParent. Except as set forth in Schedule 4.2(c)4.03, one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey the Parent is ------------- not a party to any Person agreement granting any securityholder of the Parent the right to vote, cause the Parent to register ordinary shares or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as other securities of the date hereofParent held by such securityholder under the Securities Act.

Capital Structure. (a) The authorized issued and outstanding capital stock of BlackRockLovego Holdings consists of 300,000,000 ordinary shares. Except as set forth above, as no shares of capital stock or other voting securities of Lovego Holdings are issued, reserved for issuance or outstanding. Lovego Holdings is the sole record and beneficial owner of all of the date hereof, is 250,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 capital stock or shares of Preferred Stock, each of which zero shares are issued and outstandingits subsidiaries. All of the issued and outstanding shares of capital Lovego Holdings and the outstanding stock have been duly authorized and of each of its subsidiaries are validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the Cayman Islands, the Lovego Holdings Constituent Instruments or any Contract to which Lovego Holdings is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Lovego Holdings or any of its subsidiaries having the right to vote (bor convertible into, or exchangeable for, securities having the right to vote) The authorized on any matters on which holders of Lovego Holdings Shares or the capital stock of BlackRock Merger Sub is 100 shares any of Merger Sub Common Stock, of which one share is issued and outstandingits subsidiaries may vote (“Voting Lovego Holdings Debt”). All As of the issued and outstanding shares date of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)this Agreement, there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable shares or securities (ias applicable), “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Lovego Holdings or any of its subsidiaries is a party or by which any of them is bound (a) obligating BlackRock Lovego Holdings or any Controlled Affiliate of its subsidiaries to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares or capital stock (as applicable) or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any shares or capital stock (as applicable) of BlackRock or other equity interest in, Lovego Holdings or any of its Controlled Affiliates subsidiaries or any Voting Lovego Holdings Debt, (iiib) obligating BlackRock Lovego Holdings or any Controlled Affiliate of its subsidiaries to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock of Lovego Holdings or equity of BlackRock or any of its Controlled Affiliatessubsidiaries. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as As of the date hereofof this Agreement, there are not any outstanding contractual obligations of Lovego Holdings to repurchase, redeem or otherwise acquire any shares of Lovego Holdings.

Capital Structure. (a) The authorized capital stock of BlackRock, as As of the date hereof, is 250,000,000 the authorized capital stock of the Buyer Parent consists of 275,000,000 shares of BlackRock Class A Common Stock, of which 19,799,640 shares are issued par value $0.001 per share, and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 5,000,000 shares of Preferred Stock, par value $0.001 per share, of which zero which, as of October 25, 2018, 56,772,101 shares of Common Stock and no shares of Preferred Stock are issued and outstanding. . (b) As of the Closing Date (and, for the avoidance of doubt, after giving effect to the 13% Notes Redemption, the Convertible Note Conversions, and the transactions contemplated by the Plan and the Confirmation Order), the authorized capital stock of the Buyer Parent will consist of 275,000,000 shares of Parent Common Stock, par value $0.001 per share, and 5,000,000 shares of Preferred Stock, par value $0.001 per share. (c) As of the date hereof and as of the Closing Date (and, for the avoidance of doubt, after giving effect to the 13% Notes Redemption, the Convertible Note Conversions, and the transactions contemplated by the Plan and the Confirmation Order): (1) All of the issued and outstanding shares of Buyer Parent capital stock have been duly authorized and validly issued, issued and are fully paid and non-assessable nonassessable and have are not been subject to any preemptive rights. None of the outstanding shares of Buyer Parent capital stock were issued in violation of any Equity Rights.Law; (b2) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no preemptive or other outstanding Equity Rights (i) obligating BlackRock rights, options, warrants, conversion rights, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any Controlled Affiliate kind to issue, deliver, redeem, purchase which the Buyer Parent is a party or sell, by which the Buyer Parent is bound that obligate the Buyer Parent to issue or cause to be issued, delivered, redeemed, purchased or sold, sell any shares of capital stock or related rightsother equity interests of the Buyer Parent or any securities or obligations convertible or exchangeable into or exercisable for, (ii) or giving any Person a right to subscribe for or acquire, any shares of capital stock or other equity interests of BlackRock the Buyer Parent or outstanding bonds, debentures, notes or other Indebtedness of the Buyer Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) with the Buyer Parent’s stockholders on any of its Controlled Affiliates matter, and no securities or (iii) obligating BlackRock obligations evidencing such rights are authorized, issued or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Rightoutstanding. There are no outstanding contracts to which the Buyer Parent is a party requiring the repurchase, redemption, or authorized other acquisition of any shares of capital stock appreciationor other equity interests of the Buyer Parent; (3) other than the Stockholders Agreement and the Registration Rights Agreement, phantom stockthere are no stockholder agreements, profit participation registration rights agreements, voting trusts or similar rights other contracts to which the Buyer Parent is a party with respect to the voting or registration of the capital stock or other voting or equity interests of BlackRock the Buyer Parent or any preemptive rights with respect thereto; (4) Except for the capital stock and other equity interests of its Controlled Affiliates. Except as set forth in Schedule 4.2(c)the other Buyer Entities, one of BlackRock and its Controlled Affiliates has the Buyer Parent does not own, directly or indirectly, any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or other equity of BlackRock interests in any Person. The Buyer Parent has not entered into any commitment, arrangement or other contract, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to investment in any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterother Person. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 80,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 40,425,747 shares are issued were outstanding as of the close of business on September 28, 1996, and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 500,000 shares of Preferred Stock, no par value (the "PARENT PREFERRED SHARES"), of which zero no shares are issued and outstandingwere outstanding as of the close of business on September 28, 1996. All of the issued outstanding Parent Common Stock and Parent Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no Parent Common Stock or Parent Preferred Shares reserved for issuance, except that, as of September 28, 1996, there were an aggregate of 703,315 shares of Parent Common Stock reserved for issuance pursuant to the Parent 1985 Stock Option Plan, 1993 Management Stock Ownership Plan and Restricted Stock Plan for Non-employee Directors (the "PARENT STOCK PLANS"). Each of the outstanding shares of capital stock have been of each of Parent's Subsidiaries is duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of Parent, free and have not been issued in violation clear of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stocklien, of which one share is issued and outstandingpledge, security interest, claim or other encumbrance. All of the issued and outstanding shares of Merger Sub Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)above, there are no preemptive or other outstanding Equity Rights (i) obligating BlackRock rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any shares of capital stock or related rightsother securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, (ii) or giving any Person a right to subscribe for or acquire, any capital stock securities of BlackRock the Parent or any of its Controlled Affiliates Subsidiaries, and no securities or (iii) obligating BlackRock obligation evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any Controlled Affiliate to issuebonds, grantdebentures, adopt notes or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to other obligations the capital stock or equity holders of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person which have the right to vote, vote (or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person securities having the right to vote vote) with the shareholders stockholders of BlackRock or any of its Controlled Affiliates Parent on any mattermatter ("PARENT VOTING DEBT"). (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 150,000,000 shares of BlackRock Class A Common Stock, par value $0.01 per share (“Parent Common Stock”), and 10,000,000 shares of which 19,799,640 preferred stock, par value $0.01 per share. As of March 31, 2007 (i) 1,250,090 shares of Parent Common Stock are issued and outstanding, 100,000,000 ; (ii) no shares of BlackRock Class B Common Stock, of which 44,298,000 shares preferred stock are issued and outstanding and 10,000,000 (iii) no shares of Preferred StockParent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, of which zero shares are issued and outstanding. All of the issued and outstanding no shares of capital stock have been or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares General Corporation Law of Merger Sub the State of Nevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock have been duly authorized and validly issuedmay vote (“Voting Parent Debt”). There are not any options, are fully paid and nonwarrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-assessable and have not been issued in violation based performance units, commitments, Contracts, arrangements or undertakings of any Equity Rights. kind to which the Parent is a party or by which it is bound (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (ia) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, the Parent or any of its Controlled Affiliates or Voting Parent Debt, (iiib) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, Contract, arrangement or authorized stock appreciation, phantom stock, profit participation undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights with respect occurring to holders of the capital stock of the Parent. As of the date of this Agreement, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or equity otherwise acquire any shares of BlackRock or any capital stock of its Controlled Affiliatesthe Parent. Except as set forth in Schedule 4.2(c)that certain Stock Purchase Agreement dated October 11, one of BlackRock 2005 by and its Controlled Affiliates has any (x) outstanding indebtedness that could convey between the Halter Financial Investments, L.P. and the Parent, the Parent is not a party to any Person agreement granting any securityholder of the Parent the right to vote, or that is convertible into or exercisable for cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 issued and outstanding shares of BlackRock Class A the Parent’s Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereofStock.

Capital Structure. (a) The authorized capital stock of BlackRock, as Parent consists of the date hereof, is 250,000,000 shares of BlackRock Class A Parent Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 138,000,000 shares are issued and outstanding as of the close of business on the day prior to the date hereof and 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock”), of which zero shares are issued and outstanding. All outstanding as of the issued and outstanding close of business on the day prior to the date hereof. No shares of capital stock have been are held in Parent’s treasury. All outstanding shares of Parent Capital Stock are duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been were issued in violation of any Equity Rightscompliance with all applicable federal and state securities laws. (b) The authorized capital stock Part 3.2(b) of BlackRock Merger Sub is 100 the Parent Disclosure Schedule lists each holder of Parent Capital Stock and the number and type of shares of Merger Sub Common Stock, of which one share is issued and outstanding. All of the issued and outstanding Parent Capital Stock held by such holder. (c) The shares of Merger Sub Parent Common Stock have been issuable as Merger Consideration, upon issuance on the terms and conditions contemplated in this Agreement, would be duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. (c) Except as set forth in Schedule 4.2(c), there are no outstanding Equity Rights (i) obligating BlackRock or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterassessable. (d) 4,935,000 There is no existing option, warrant, call, right or contract to which Parent is a party requiring, and there are no equity interests in Parent outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of BlackRock Class A Common Parent Capital Stock and 40,000,000 or other equity securities in Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of BlackRock Class B Common capital stock or other equity securities in Parent. (e) (i) None of the outstanding shares of Parent Capital Stock are owned by PNC as entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the date hereofoutstanding shares of Parent Capital Stock are subject to any right of first refusal in favor of Parent; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Acquiring Companies having a right to vote on any matters on which the stockholders of Parent have a right to vote; (iv) there is no Contract to which the Acquiring Companies are a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Capital Stock. None of the Acquiring Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Capital Stock or other securities.

Capital Structure. (a) The authorized capital stock of BlackRockBuyer consists of (i) 50,000,000 common shares, par value $1.00 per share ("Buyer Common Stock"), and (ii) 20,000,000 preference shares. As of the date hereof, 5,880,115 shares of Buyer Common Stock are issued and outstanding, 81,000 shares of Buyer Common Stock were subject to employee stock options and 462,400 shares of Buyer Common Stock were reserved for issuance pursuant to Buyer Employee Benefit Plans. Except as set forth above, as of the date hereof, is 250,000,000 hereof no shares of BlackRock Class A Common Stockcapital stock or other equity securities of Buyer are issued, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and reserved for issuance or outstanding. All of the issued and outstanding shares of capital stock have been of Buyer are, and any shares of Buyer Common Stock issued upon settlement of the Holdco Note will be at the time of issuance, duly authorized and authorized, validly issued, are fully paid and non-assessable nonassessable and have not been issued in violation subject to preemptive rights. There are not any bonds, debentures, notes or other indebtedness of Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of matters on which one share is issued and outstanding. All holders of the issued and outstanding shares of Merger Sub Buyer Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. may vote (c) "Voting Buyer Debt"). Except as set forth above or as disclosed in Schedule 4.2(c)Section 3.2(c) of the Disclosure Schedule, as of the date hereof there are no outstanding Equity Rights not any options, warrants, rights, convertible or exchangeable securities, commitments, contracts, arrangements or undertakings of any kind to which Buyer or any Subsidiary is a party or by which any of them is bound (i) obligating BlackRock Buyer or any Controlled Affiliate Subsidiary to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, Buyer or of any Subsidiary or any of its Controlled Affiliates Voting Buyer Debt or (iiiii) obligating BlackRock Buyer or any Controlled Affiliate Subsidiary to issue, grant, adopt extend or enter into any such Equity Right. There are no outstanding option, warrant, call, right, security, commitment, contract, arrangement or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock or equity of BlackRock or any of its Controlled Affiliatesundertaking. Except as set forth disclosed in Schedule 4.2(c)Section 3.2(c) of the Disclosure Schedule, one there are no restrictions upon the voting, dividend rights or transfer of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey shares of Buyer Common Stock pursuant to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock Buyer's organizational documents or any agreement to which Buyer is a party. The Holdco Note has been duly authorized by Holdco and, when executed, issued and delivered to Sellers as contemplated by this Agreement, will constitute the valid and binding obligation of Holdco, enforceable against Holdco in accordance with its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matterterms. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.

Capital Structure. (a) The authorized capital stock of BlackRock, as the Parent consists of the date hereof, is 250,000,000 75,000,000 shares of BlackRock Class A Common Parent Stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which 19,799,640 shares are issued and outstanding, 100,000,000 (a) 8,400,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares Parent Stock are issued and outstanding and 10,000,000 (before giving effect to the issuances to be made at Closing) (b) no shares of Preferred Stockpreferred stock are outstanding, and (c) no shares of which zero shares Parent Stock or preferred stock are issued and outstandingheld by the Parent in its treasury. All of the issued and outstanding No other shares of capital stock have been or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares General Corporation Law of Merger Sub Common the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. may vote (c) “Voting Parent Debt”). Except as set forth in Schedule 4.2(c)above, as of the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (ia) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, any additional shares of capital stock or related rightsother equity interests in, (ii) giving or any Person a right to subscribe security convertible or exercisable for or exchangeable into any capital stock of BlackRock or other equity interest in, the Parent or any of its Controlled Affiliates or Voting Parent Debt, (iiib) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) 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 the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of the Parent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.

Capital Structure. (ai) The authorized capital stock of BlackRockParent consists of 150,000,000 shares of Parent Common Stock and 5,000,000 shares of preferred stock, par value $0.001 per share, of Parent. As of the close of business on August 5, 2019 (the "Parent Reference Date"), there were outstanding (A) 36,834,375 shares of Parent Common Stock, (B) an aggregate of 5,902,795 shares of Parent Common Stock subject to outstanding Parent Stock Options (excluding any Options or purchase rights under the Parent ESPP), (C) an aggregate of 610,544 shares of Parent Common Stock subject to outstanding Parent Restricted Stock Units and (D) no shares of preferred stock. (ii) As of the Parent Reference Date, except as set forth in this Section 3.02(b) and except for changes since such date resulting from the exercise of Parent Stock Options or the settlement of Parent Restricted Stock Units, in each case outstanding on such date, there are no issued, reserved for issuance or outstanding (A) shares of capital stock or other voting securities of or other equity interests in Parent, (B) securities of Parent convertible into or exchangeable for shares of capital stock or other voting securities of or other equity interests in Parent, (C) warrants, calls, Options or other rights to acquire from Parent, or other obligation of Parent to issue, any shares of capital stock, voting securities or securities convertible into or exchangeable for capital stock or other voting securities of or other equity interests in Parent or (D) restricted shares, stock appreciation rights, performance units, contingent value rights, phantom stock or similar securities or rights issued or granted by Parent or any of its subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock or other voting securities of or other equity interests in Parent. (iii) Other than as listed on Section 3.02(b)(iii) of the Parent Disclosure Letter, as of the date hereofof this Agreement, is 250,000,000 shares no bonds, debentures, notes or other indebtedness of BlackRock Class A Common StockParent or any Parent Subsidiaries having the right to vote (or which are convertible into or exercisable for securities having the right to vote) (collectively, of "Parent Voting Debt") on any matters on which 19,799,640 shares Parent stockholders may vote are issued and outstandingor outstanding nor are there any outstanding Options obligating Parent or any Parent Subsidiaries to issue or sell any Parent Voting Debt or to grant, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Preferred Stock, of which zero shares are issued and outstanding. extend or enter into any Option with respect thereto. (iv) All of the issued and outstanding shares of capital stock have been Parent Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized and authorized, validly issued, fully paid and nonassessable, including shares which constitute a portion of the Merger Consideration. All of the outstanding shares of capital stock, membership interests, partnership interests, voting securities or other ownership interests of each subsidiary of Parent are duly authorized, validly issued, fully paid and non-assessable and have not been issued in violation are owned, beneficially and of record, by Parent or a Parent Subsidiary, free and clear of any Equity Rights. (b) The authorized capital stock of BlackRock Merger Sub is 100 shares of Merger Sub Common Stock, of which one share is issued and outstandingLiens. All of the issued and outstanding shares of Merger Sub Common Stock have been capital stock, membership interests, partnership interests, voting securities or other ownership interests of each subsidiary of Parent are duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been issued in violation are owned, beneficially and of any Equity Rights. (c) Except as set forth in Schedule 4.2(c)record, there are no outstanding Equity Rights (i) obligating BlackRock by Parent or any Controlled Affiliate to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any capital stock or related rights, (ii) giving any Person a right to subscribe for any capital stock such subsidiary of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate to issue, grant, adopt or enter into any such Equity RightParent. There are no outstanding voting trusts, proxies or authorized stock appreciationother commitments, phantom stockunderstandings, profit participation restrictions or similar rights arrangements to which Parent or any Parent Subsidiaries is a party in favor of any person other than Parent or a subsidiary wholly-owned, directly or indirectly, by Parent with respect to the capital stock voting of or equity of BlackRock or any of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to voteparticipate in dividends or other earnings on any capital stock, membership interests, partnership interests, voting securities or that is convertible into or exercisable for capital stock or equity other ownership interests of BlackRock Parent or any of its Controlled Affiliates or Parent Subsidiary. (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of the date hereof.c)

Capital Structure. (a) The authorized share capital of the Parent consists of One Hundred Twenty Million (120,000,000) shares with (i) One Hundred Million (100,000,000) of common stock authorized and Twenty-Seven Million Four Hundred Forty Thousand (27,440,000) shares outstanding; and (ii) Twenty Million (20,000,000) shares of preferred stock of BlackRockwhich One Million (1,000,000) are designed as “Series A Voting Preferred Stock”, as of the date hereof, is 250,000,000 and no shares of BlackRock Class Series A Common Stock, of which 19,799,640 shares are issued and outstanding, 100,000,000 shares of BlackRock Class B Common Stock, of which 44,298,000 shares are issued and outstanding and 10,000,000 shares of Voting Preferred Stock, of which zero shares Stock are issued and outstanding. All of the issued and outstanding shares of the capital stock have been of the Parent are duly authorized and authorized, validly issued, are fully paid and non-assessable and have not been subject to or issued in violation of any Equity Rights. (b) The authorized capital stock purchase option, call option, right of BlackRock Merger Sub is 100 shares of Merger Sub Common Stockfirst refusal, of which one share is issued and outstanding. All preemptive right, subscription right or any similar right under any provision of the issued and outstanding shares applicable corporate laws of Merger Sub Common its state of incorporation, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. may vote (c) “Voting Parent Debt”). Except as set forth in Schedule 4.2(c)this Section 4.03, as of the date of this Agreement, there are no outstanding Equity Rights options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating BlackRock or any Controlled Affiliate the Parent to issue, deliver, redeem, purchase deliver or sell, or cause to be issued, delivered, redeemed, purchased delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or related rightsother equity interest in, the Parent or any Voting Parent Debt, (ii) giving any Person a right to subscribe for any capital stock of BlackRock or any of its Controlled Affiliates or (iii) obligating BlackRock or any Controlled Affiliate the Parent to issue, grant, adopt extend or enter into any such Equity Rightoption, warrant, call, right, security, commitment, Contract, arrangement or undertaking 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 the Parent. There As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or authorized otherwise acquire any shares of capital stock appreciation, phantom stock, profit participation or similar rights with respect of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or equity other securities of BlackRock or any the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of its Controlled Affiliates. Except as set forth in Schedule 4.2(c), one of BlackRock the issued and its Controlled Affiliates has any (x) outstanding indebtedness that could convey to any Person the right to vote, or that is convertible into or exercisable for capital stock or equity of BlackRock or any of its Controlled Affiliates or (y) Equity Rights that entitle or convey to any Person the right to vote with the shareholders of BlackRock or any of its Controlled Affiliates on any matter. (d) 4,935,000 shares of BlackRock Class A Common the Parent Stock and 40,000,000 shares of BlackRock Class B Common Stock are owned by PNC as of at the date hereofClosing.