Common use of Capital Structure Clause in Contracts

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 shares of Parent Common Stock and (ii) 50,000,000 shares of Parent Preferred Stock. At the close of business on September 30, 2020: (A) 54,175,648 shares of Parent Common Stock were issued and outstanding; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 225,000,000 shares of Parent Common Stock and (ii) 50,000,000 25,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on September 30, 2020the Measurement Date: (A) 54,175,648 20,834,427 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding; (B) no the shares of Pre-Merger Parent Preferred Common Stock were issued and outstandingoutstanding include 556,927 shares of Parent Common Stock underlying the Parent RSUs, 236,679 shares of Parent Common Stock underlying the Parent PSUs at target performance levels and 72,368 shares of Parent Common Stock underlying options granted pursuant to the Parent’s long-term incentive plan, as amended from time to time (the “Parent Equity Plan”); (C) 1,426,426 2,475,430 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 42,000 shares of Parent Common Series A Junior Participating Preferred Stock were reserved for issuance in connection with the conversion upon exercise of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstandingRights. (b) All outstanding shares of Parent Capital Stock have been, been duly authorized and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parentrights. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free . All outstanding shares of Parent Capital Stock have been issued and clear of any Liens and (C) issued granted in compliance in all material respects with (1i) applicable securities Laws and other applicable Law and (2ii) all requirements set forth in any applicable contractsContracts (including the Parent Equity Plan). The Parent ownsCommon Stock to be issued pursuant to this Agreement, of record when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and beneficially, directly or indirectly, other applicable Law and (B) all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) requirements set forth in applicable Contracts. As of the close of business on September 30, 2020the Measurement Date, except as set forth in this Section 5.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are owned by Parent, or a direct or indirect 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. Except as set forth in this Section 5.2, and except for changes since September 30, 2020 the Measurement Date resulting from the entry by Parent into the Tax Plan or the exercise of stock options outstanding at such date (and the issuance of shares of Parent Common Stock thereunder, which were reserved for issuance as set forth in Section 5.2(a)), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i1) no shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; (ii2) Voting Debt, (iii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Stock, Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests Debt or other equity interests of any Subsidiary voting securities of Parent, or and (v3) subscriptions, no options, warrants, subscriptions, calls, puts, rights of first refusal or other 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, bound in any case, case obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, Stock or any Voting Debt or other voting securities of Parent, or obligating Parent or (B) any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There are no not any stockholder 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 of capital stock or other equity interest of Parent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. (d) . As of the date of this Agreement, all neither Parent nor any of its Subsidiaries has any (x) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(b)(y) of the outstanding limited liability company interests Parent Disclosure Letter. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are wholly owned by Parent. (ec) All dividends Except as set forth in Schedule 5.2(c) of the Parent Disclosure Letter, all of the issued and outstanding shares of capital stock or other distributions on the shares equity ownership interests of Parent Capital Stock and any material dividends or other distributions on any securities of any each Subsidiary of Parent which have been are owned by Parent, directly or indirectly, all such shares or equity ownership interests are set forth in Schedule 5.2(c) of the Parent Disclosure Letter, and all of such shares or equity ownership interests are duly authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and validly issued and are not yet due fully paid, nonassessable and payable)free of preemptive rights.

Capital Structure. (a) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (i) 500,000,000 700,000,000 shares of Parent Common Stock Stock, and (ii) 50,000,000 200,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on September 30November 20, 2020: (A) 54,175,648 2014, 128,897,431 shares of Parent Common Stock were issued and outstanding; , (Bii) no zero (0) shares of Pre-Merger Parent Preferred Stock were issued and outstanding; outstanding and (Ciii) 1,426,426 10,000,000 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent under Parent’s Employee and Director Long-Term Incentive Plan (the “Parent Equity Stock Plan”); . All issued and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of the capital stock of Parent Capital Stock have beenare duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Capital Common Stock to be issued in connection with as the MergerMerger Consideration, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) be duly authorized, validly issued, fully paid and nonassessable non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.3(a) of the 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 Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been owned by, Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not subject entitled to preemptive rights and rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (iior convertible into, or exchangeable for, securities having the right to vote) issued and granted in compliance in all material respects with applicable state and federal securities Lawson any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and not subject to preemptive rightsvalidly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, (B) free upon issuance will be validly issued, fully paid and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements nonassessable. Except as set forth in any applicable contracts. Section 5.3(c) of the Parent Disclosure Letter, Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock and other ownership interests of each of the Parent Subsidiaries of Parentthat is a Significant Subsidiary, free and clear of all Liens, encumbrances other than Permitted Liensstatutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (cd) As of the close of business on September 30, 2020, except Except as set forth in this Section 5.25.3 or in Section 5.3(d) of the Parent Disclosure Letter, and except for changes since September 30with respect to the Parent Stock Plan or pursuant to the terms of the Parent Preferred Stock as of the date of this Agreement, 2020 resulting from as of the exercise date of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)this Agreement, there are no outstanding: (i) securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any 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 or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Capital StockStock or Merger Sub Interests or other equity securities, (ii) Voting Debtrights, (iii) securities options, stock or unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other contractual rights the value of Parent which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except as set forth in Section 5.3(d) of the Parent convertible into Disclosure Letter, or exchangeable or exercisable for shares pursuant to the Parent’s publicly announced share repurchase program, as of Parent Capital Stock or Voting Debtthe date of this Agreement, (iv) there are no outstanding contractual obligations of Parent Parent, Merger Sub or any other Parent Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stockStock, membership interests, partnership interests, joint venture interests or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. 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 Interests or capital stock of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, equity interests in any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parentother Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Parent Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared publicly announced and are not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 4,600,000,000 shares of Parent Common Stock and (ii) 50,000,000 shares Stock, of Parent Preferred Stock. At the close of business on September 30, 2020: (A) 54,175,648 which 1,507,281,908 shares of Parent Common Stock were issued and outstanding; outstanding as of the close of business on December 11, 2017 (Bthe “Parent Measurement Date”), and (ii) 100,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”), of which no shares of Pre-Merger Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other shares of Parent Common Stock or shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. As of May 7, 2018, 40,000 shares of Series B Preferred Stock were authorized and no shares of Series B Preferred Stock were issued and outstanding; (C) 1,426,426 . As of the Parent Measurement Date, 66,387,601 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); for, and (D) 6,876,540 32,595,800 shares of Parent Common Stock were reserved for subject to, issuance pursuant to Parent’s compensation and benefit plans (such compensation and benefit plans, the “Parent Stock Plans”), which included (w) 23,712,674 shares of Parent Common Stock in connection respect of options to purchase Parent Common Stock pursuant to Parent Stock Plans (“Parent Options”), (x) restricted stock units subject solely to service based vesting conditions granted under the Parent Stock Plans entitling the holders thereof to receive 8,227,579 shares of Parent Common Stock (the “Parent RSUs”) and (y) restricted stock units subject to both service and performance-based conditions granted under the Parent Stock Plans (assuming the achievement of any performance criteria at target levels) (“Parent PSUs”) and deferred stock units granted under the Parent Stock Plans (the “Parent DSUs”, and together with the conversion Parent Options, the Parent RSUs and the Parent PSUs, the “Parent Common Stock Units”) entitling the holders of 7.00% convertible senior notes due 2023Parent PSUs and Parent DSUs to receive an aggregate of 655,547 shares of Parent Common Stock. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be4.02, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub there are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends no preemptive or other distributions on the outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of Parent Capital Stock and any material dividends capital stock or other distributions equity or voting securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from Parent or any of its Subsidiaries, any voting or equity securities of Parent or any of its Subsidiaries, and no securities or obligations of Parent or any of its Subsidiaries evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)matter.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 300,000,000 shares of Parent Common Stock and (ii) 50,000,000 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on September 30June 26, 20202024: (A) 54,175,648 232,502,252 shares of Parent Common Stock were issued and outstanding; (B) no , and 1,750,000 shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (CB) 1,426,426 there were outstanding options to purchase 2,260,781 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Equity Stock Plan”); and (DC) 6,876,540 there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other 17,560 shares of Parent Common Stock subject to outstanding Parent Capital Stock issued, reserved for issuance or outstandingwarrants. (b) All outstanding shares of Parent Capital Common Stock have been, been duly authorized and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parentrights. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free . All outstanding shares of Parent Common Stock have been issued and clear of any Liens and (C) issued granted in compliance in all material respects with (1i) applicable securities Laws and other applicable Law and (2ii) all requirements set forth in any applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Liens, Encumbrances (other than Permitted Liens. (cEncumbrances) As of the close of business on September 30and have been duly authorized, 2020validly issued, except fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since September 30March 31, 2020 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted in accordance with Section 6.2(b)(ii)from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are no outstanding: (i1) shares no Voting Debt or other voting securities of Parent Capital Stock, Parent; (ii2) Voting Debt, (iii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Stock, Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests Debt or other equity interests of any Subsidiary voting securities of Parent, or ; and (v3) subscriptions, no options, warrants, subscriptions, calls, puts, rights of first refusal or other 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, bound in any case, case obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or (B) any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There are no not any stockholder 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 of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. (d) . As of the date of this Agreement, all of the outstanding limited liability company interests authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 480,000,000 shares of Parent Common Stock and (ii) 50,000,000 5,000,000 shares of Preferred Stock, par value $0.0001 per share (“Parent Preferred Stock”). At As of the close of business on September 30June 15, 2020: (A) 54,175,648 2018, there are 248,120,753 shares of Parent Common Stock were issued outstanding and outstanding; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 . All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Parent Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable. Parent has no shares of Parent Common Stock or Parent Preferred Stock reserved for issuance, except that, as of June 15, 2018, there were (i) 8,396,301 shares of Parent Common Stock reserved for issuance pursuant to Parent’s Amended and Restated 2003 Stock Incentive Plan, as amended, the 2012 equity incentive plan of Parent 2011 Incentive Plan, as amended, the 2015 Employee Inducement Incentive Plan and the 2015 Long-Term Cash Incentive Plan, (the “Parent Equity Plan”); and (Dii) 6,876,540 14,608,331 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes pursuant to Parent’s Convertible Unsecured Notes due 2023. Except as set forth in this Section 5.22021, at the close of business on September 30, 2020, there are no other (iii) 47,108,466 shares of outstanding Parent Capital Common Stock issued, reserved for issuance or outstanding. pursuant to CCH Holdco II, LLC’s 11.0% Convertible Senior Secured Notes due 2025 and (biv) All 4,516,549 shares of Parent Common Stock reserved for issuance pursuant to Parent’s 4.25% Convertible Senior Notes due 2045. Each of the outstanding shares of Parent Capital Stock have been, capital stock or other securities of each of Parent’s Subsidiaries (other than the Company and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (iits Subsidiaries) is duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The owned by Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries by a direct or indirect wholly owned Subsidiary of Parent, free and clear of all any Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except . Except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)above, there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests preemptive or other equity interests of any Subsidiary of Parent, or (v) subscriptionsoutstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements rights of any kind that obligate the Parent Group Entities to which issue or sell any shares of capital stock or other securities of the Parent Group Entities or any Subsidiary of Parent is securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a party or by which it is bound, in any case, obligating Parent or any Subsidiary of Parent right to (A) issue, deliver, transfer, sell, purchase, redeem subscribe for or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of the Parent Group Entities, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth above, Parent does not have outstanding any Subsidiary bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)on any matter.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent Evergreen consists ----------------- of (i) 500,000,000 75,000,000 shares of Parent Evergreen Class A Common Stock, (ii) 4,500,000 shares of Evergreen Class B Common Stock and (iiiii) 50,000,000 6,000,000 shares of Parent preferred stock, $0.01 par value (the "Preferred Stock"). At the close of business on September 30February 18, 20201997: (Ai) 54,175,648 39,100,750 shares of Parent Evergreen Class A Common Stock were issued and outstanding; (B) no , 1,720,091 shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of Parent Evergreen Class A Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan outstanding options or warrants to purchase Evergreen Class A Common Stock which have been granted to directors, officers or employees of Parent Evergreen or others (the “Parent Equity Plan”"Evergreen Stock Options"); and (Dii) 6,876,540 3,114,066 shares of Parent Evergreen Class B Common Stock were issued and outstanding and no shares of Evergreen Class B Common Stock were reserved for issuance in connection with the conversion for any purpose; and (iii) no shares of 7.00% convertible senior notes due 2023Preferred Stock were issued and outstanding. Except as set forth in this Section 5.2above, at the close of business on September 30February 18, 20201997, there are no other shares of outstanding Parent Capital Stock capital stock or other equity securities of Evergreen were authorized, issued, reserved for issuance or outstanding. (b) . All outstanding shares of Parent Capital Stock have beencapital stock of Evergreen are, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to which may be issued pursuant to this AgreementEvergreen's stock option plans, as amended to the date hereof (the "Evergreen Stock Option Plans"), or any outstanding Evergreen Stock Options will be, when issued, will be (A) duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. No bonds, debentures, notes or other indebtedness of Evergreen or any subsidiary of Evergreen having the right to vote (Bor convertible into, or exchangeable for, securities having the right to vote) free and clear on any matters on which the stockholders of Evergreen or any Liens and (C) subsidiary of Evergreen may vote are issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contractsor outstanding. Parent owns, of record and beneficially, directly or indirectly, all of All the issued and outstanding shares of capital stock of the Subsidiaries each subsidiary of ParentEvergreen have been validly issued and are fully paid and nonassessable and are owned by Evergreen, by one or more wholly- owned subsidiaries of Evergreen or by Evergreen and one or more such wholly- owned subsidiaries, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020"), except for Liens arising out of Evergreen Media Corporation of Los Angeles' ("EMCLA") senior credit facility and senior notes and those that, individually or in the aggregate, could not reasonably be expected to have an Evergreen Material Adverse Effect. Except as set forth in this Section 5.2, above and except for changes since September 30certain provisions of the Certificate of Incorporation of Evergreen relating to transfers of Evergreen Class B Common Stock and to "alien ownership", 2020 resulting from the exercise neither Evergreen nor any subsidiary of stock options Evergreen has any outstanding at such date (and the issuance of shares thereunder)option, or stock grants warrant, subscription or other awards granted in accordance with Section 6.2(b)(ii)right, there are no outstanding: agreement or commitment that either (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent obligates Evergreen or any Subsidiary subsidiary of Parent convertible into Evergreen to issue, sell or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debttransfer, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire or vote any shares of Parent Capital Stock the capital stock of Evergreen or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Significant Subsidiary of Parent, Evergreen or (vii) subscriptionsrestricts the transfer of Evergreen Common Stock. No shares of capital stock of Evergreen are owned of record or beneficially by any subsidiary of Evergreen. Since the close of business on February 18, options1997 to the date hereof, warrants, calls, puts, rights neither Evergreen nor any subsidiary of first refusal Evergreen has issued any capital stock or securities or other rights (including preemptive rights), commitments convertible into or agreements to which Parent exercisable 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional exchangeable for shares of Parent Capital Stocksuch capital stock other than securities issued upon the exercise of Evergreen Stock Options outstanding on February 18, any Voting Debt 1997 or other voting convertible securities of Parent or (B) grantoutstanding on February 18, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock1997. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 2,500,000,000 shares of Parent Common Stock and (ii) 50,000,000 500,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on September 30May 24, 20202024: (A) 54,175,648 1,164,305,918 shares of Parent Common Stock were issued and outstanding; (B) , and no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (CB) 1,426,426 there were outstanding options to purchase 2,364,975 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent Parent’s 2023 Omnibus Stock and Performance Incentive Plan, as amended from time to time, and prior plans (the “Parent Equity PlanStock Plans”); and (DC) 6,876,540 there were outstanding other stock-settled equity-based awards (other than shares of restricted stock or other equity based awards included in the number of shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as outstanding set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other above) with respect to 7,778,183 shares of outstanding Parent Capital Stock issued, reserved for issuance or outstandingCommon Stock. (b) All outstanding shares of Parent Capital Common Stock have been, been duly authorized and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parentrights. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free . All outstanding shares of Parent Common Stock have been issued and clear of any Liens and (C) issued granted in compliance in all material respects with (1i) applicable securities Laws and other applicable Law and (2ii) all requirements set forth in any applicable contracts (including the Parent Stock Plans). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Liens, Encumbrances (other than Permitted Liens. (cEncumbrances) As of the close of business on September 30and have been duly authorized, 2020validly issued, except fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since September 30May 24, 2020 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted in accordance with Section 6.2(b)(ii)from the close of business on May 24, 2024 to the date of this Agreement, as of the date of this Agreement, there are no outstanding: (i1) shares no Voting Debt or other voting securities of Parent Capital Stock, Parent; (ii2) Voting Debt, (iii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Stock, Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests Debt or other equity interests of any Subsidiary voting securities of Parent, or ; and (v3) subscriptions, no options, warrants, subscriptions, calls, puts, rights of first refusal or other 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, bound in any case, case obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or (B) any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There are no not any stockholder 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 of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. (d) . As of the date of this Agreement, all of the outstanding limited liability company interests authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 100,000,000,000 shares of Parent Common Stock and (ii) 50,000,000 2,000,000 shares of Parent Preferred Stock. At As of the close of business on September 30April 16, 20202007, there were: (Ai) 54,175,648 3,535,358 shares of Parent Common Stock were issued and outstanding; (Bii) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; , (Ciii) 1,426,426 163 shares of Parent Common Stock were reserved for issuance pursuant to held in the 2012 equity incentive plan treasury of Parent Parent; (the “Parent Equity Plan”); and (Div) 6,876,540 75,146 shares of Parent Common Stock were reserved for issuance in connection with upon exercise of options available for grant pursuant to Parent's stock option plans (collectively, the "Parent Stock Plans"); (v) 1,888,704 shares of Parent Common Stock issuable upon exercise of awarded but unexercised stock options; (vi) warrants representing the right to purchase 4,826,517 shares of Parent Common Stock; (vii) 6,457,544 shares of Parent Common Stock reserved for issuance upon conversion of 7.00% convertible senior notes due 2023Parent Voting Debt; and (viii) 31,985 shares of Parent Common Stock reserved for capitalized interest on Parent Voting Debt. Except as set forth in this Section 5.2above, at as of the close of business on September 30April 16, 2020, 2007 there are were no other shares of outstanding capital stock or other equity securities of Parent Capital Stock issued, reserved for issuance or outstanding. (b) . All outstanding shares of capital stock of Parent Capital Stock have beenare, and all shares of Parent Capital Stock to which may be issued in connection with the Mergeras described above shall be, when so issued in accordance with the terms of this Agreementissued, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parentrights. The shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreementin connection with the Merger (x) shall, when issued, will be (A) duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (Cy) shall be issued in compliance in all material respects with (1) all applicable federal and state securities Laws laws and other applicable Law rules and (2) all requirements set forth in any applicable contractsregulations promulgated thereunder. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close Effective Time of business on September 30the Merger, 2020, except the Board of Directors of Parent shall have reserved for issuance a number of shares of Parent Common Stock as is required by the Company Warrants to be assumed by Parent pursuant to Section 2.03. Except as set forth in this Section 5.23.02(b) of the Parent Disclosure Schedule, there is no outstanding Voting Debt of Parent. Except as set forth above and except for changes since September 30in the Rights Agreement, 2020 resulting from the exercise dated as of stock options outstanding at such date (October 31, 2001, between Parent and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)American Stock Transfer & Trust Company, there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptionsoutstanding securities, options, warrants, calls, putsrights, rights of first refusal or other rights (including preemptive rights)commitments, 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts arrangements or other agreements undertakings of any kind to which Parent is a party or by which it is bound relating obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Parent or obligating Parent to issue, grant, extend, accelerate the voting vesting of or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of Parent Capital Stock. (d) capital stock of Parent. As of the date of this Agreementhereof, all of the outstanding limited liability company interests authorized capital stock of Merger Sub are consists of 1,000 shares of common stock, par value $0.01 per share, 100 of which have been validly issued, are fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on , free and clear of any Lien, and as of the Closing Date, all the issued and outstanding shares of the common stock of Merger Sub shall be owned by Parent Capital Stock free and any material dividends or other distributions on any securities clear of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)Lien.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of Parent DSW consists of (i) 500,000,000 170,000,000 shares of Parent Common DSW Class A Stock, 100,000,000 shares of DSW Class B Stock and (ii) 50,000,000 100,000,000 shares of Parent preferred stock, without par value (the “DSW Preferred Stock”). At As of the close of business on September 30January 29, 2020: 2011, (AA)(1) 54,175,648 16,804,965 shares of Parent Common DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstandingoutstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of Pre-Merger Parent DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding; (C) 1,426,426 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have beenDSW Common Stock, and all shares of Parent Capital DSW Common Stock to that may be issued in connection with or granted pursuant to the Mergerexercise or vesting of DSW Stock Awards will be, when so issued in accordance with the terms of this Agreementthereof, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parentrights. The Parent shares of DSW Common Stock and Parent Preferred Stock to be issued pursuant to this AgreementAgreement will have been duly authorized as of the Effective Time and, if and when issuedissued in accordance with the terms hereof, will be (A) duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights. (ii) No Voting Debt of DSW is issued or outstanding. (iii) Except for (A) this Agreement, (B) free and clear of any Liens and the DSW Stock Awards, (C) issued in compliance in all material respects with (1) applicable agreements entered into and securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, instruments issued after the date of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except this Agreement as set forth in this permitted by Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)4.2, there are no outstanding: (i) shares options, warrants, calls, rights, commitments or agreements of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent any character to which DSW or any Subsidiary of Parent convertible into DSW is a party or exchangeable by which it or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent any such Subsidiary is bound obligating DSW or any Subsidiary of Parent DSW to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, other equity interests or any Voting Debt of DSW or of any Subsidiary of DSW or obligating DSW or any Subsidiary of DSW to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of DSW or any of its Subsidiaries (x) to repurchase, redeem or otherwise acquire any shares of Parent Capital capital stock of DSW or any of its Subsidiaries or (y) pursuant to which DSW or any of its Subsidiaries is or could be required to register shares of DSW Common Stock or other securities under the Securities Act. (iv) Since October 30, 2010, except as permitted by Section 4.2, DSW and its Subsidiaries have not (A) issued or permitted to be issued any shares of capital stock, membership interests, partnership interests, joint venture other equity interests or securities exercisable or exchangeable for or convertible into shares of capital stock or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent DSW or any Subsidiary of Parent is a party or its Subsidiaries, other than pursuant to and as required by which it is bound, in any case, obligating Parent or any Subsidiary the terms of Parent DSW Stock Awards granted prior to the date hereof; (AB) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchasedrepurchased, redeemed or otherwise acquired, additional shares of Parent Capital Stockdirectly or indirectly, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company capital stock or other equity interests of Merger Sub are validly issuedDSW or any of its Subsidiaries; or (C) declared, fully set aside, made or paid and nonassessable and are wholly owned by Parent. (e) All to the shareholders of DSW dividends or other distributions on the outstanding shares of Parent Capital Stock and any material dividends or other distributions on any securities capital stock of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)DSW.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 200,000,000 shares of Parent Common Stock and (ii) 50,000,000 100,000,000 shares of Parent Preferred Stock. At the close of business on September April 30, 20202023: (A) 54,175,648 67,161,740 shares of Parent Common Stock were issued and outstanding; (B) no 13,420,421 shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 815,933 shares of Parent Common Stock were reserved for issuance pursuant to equity or equity-based awards outstanding under, or that may be granted in the 2012 future under, the equity incentive compensation plan of Parent (as amended from time to time, the “Parent Equity Plan”); and (D) 6,876,540 40,576,092 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023Pre-Merger Parent Preferred Stock. Except as set forth in this Section 5.2, at the close of business on September April 30, 20202023, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities LawsLaws and other applicable Law, the MGCL Delaware General Corporation Law and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1i) applicable securities Laws and other applicable Law and (2ii) all requirements set forth in any applicable contractscontracts of Parent or its Subsidiaries. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock stock, membership interests, partnership interests or other equity interests, as applicable, of the Subsidiaries of Parent, including Merger Sub, free and clear of all Liens, other than Permitted Liens. (c) . As of the close of business on September April 30, 20202023, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), there is or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, ; (ii) Voting Debt, Debt of Parent or any of its Subsidiaries; (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, Debt of Parent or any of its Subsidiaries; (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, except as set forth in Section 5.2(b) of the Parent Disclosure Letter; or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A1) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B2) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder shareholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (dc) As of the date of this Agreement, all of the outstanding limited liability company interests shares of capital stock of Merger Sub are validly issued, issued and fully paid and nonassessable and are wholly owned by Parent. (ed) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable). As of the date of this Agreement, except as disclosed in the Parent SEC Documents, there are no declared and unpaid dividends with respect to any shares of Parent Capital Stock or declared and unpaid material dividends with respect to any securities of any Subsidiary of Parent.

Capital Structure. (a) As of the date of this Agreement, the authorized share capital stock of Parent consists of (i) 500,000,000 shares an unlimited number of Parent Common Stock Shares without par value and (ii) 50,000,000 an unlimited number of shares of preferred stock without par value (“Parent Preferred StockShares” and, together with the Parent Common Shares, the “Parent Share Capital”). At the close of business on September 30, 2020the Measurement Date: (A) 54,175,648 shares of 451,285,910 Parent Common Stock Shares were issued and outstanding; (B) 989,332 Parent Common Shares underlying the Parent RSUs; (C) 17,082,489 Parent Common Shares underlying the Parent Options; (D) no shares of Pre-Merger Parent Preferred Stock Shares were issued and outstanding; (CE) 1,426,426 shares of 23,930,999 Parent Common Stock were reserved Shares remained available for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); Plan and (DF) 6,876,540 shares of warrants to purchase 10,841,482 Parent Common Stock Shares were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or issued and outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, Common Shares are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights and (ii) rights. All outstanding Parent Common Shares have been issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1i) applicable securities Laws and other applicable Law and (2ii) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020the Measurement Date, except as set forth in this Section 5.2, there are no outstanding restricted stock, restricted stock units, phantom units or other equity-related awards, options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are validly issued, fully paid and non-assessable, are owned by Parent or by a wholly owned Subsidiary of Parent and are free and clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth in this Section 5.2, and except for changes since September 30, 2020 the Measurement Date resulting from the exercise vesting of stock options the Parent RSUs or the Parent Options, in each case outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (iA) no shares of Parent Capital StockShare Capital, (iiB) no Voting Debt, (iiiC) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Share Capital Stock or Voting Debt, Debt and (ivD) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, no options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, bound in any case, case obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Share Capital Stock, or any Voting Debt or other voting securities of Parent, or obligating Parent or (B) any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There Other than the Voting Agreements, there are no not any stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital StockShare Capital. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (ai) As of the date of this Agreement, the authorized capital stock of Parent consists of (iA) 500,000,000 14,000,000,000 shares of Parent Common Stock and (ii) 50,000,000 shares Stock, of Parent Preferred Stock. At the close of business on September 30, 2020: (A) 54,175,648 which 6,147,261,645 shares of Parent Common Stock were issued and outstanding; outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Pre-Merger Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other shares of Parent Common Stock or shares of Parent Preferred Stock were issued and outstanding; (C) 1,426,426 outstanding on such date. All of the outstanding shares of Parent Common Stock were reserved for issuance have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(i) of the Parent Disclosure Letter contains a correct and complete list as of October 19, 2016 of (x) the outstanding number of options to purchase Parent Common Stock (each, a “Parent Option”) pursuant to certain of Parent’s compensation and benefit plans (such compensation and benefit plans, the “Parent Stock Plans”) and (y) the outstanding number of rights to receive Parent Common Stock (pursuant to deferred shares, performance shares and restricted stock units) under the Parent Stock Plans (each a “Parent Common Stock Unit”). From October 19, 2016 to the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the 2012 equity incentive plan exercise of Parent (Options and the “Parent Equity Plan”); and (D) 6,876,540 shares settlement of Parent Common Stock were reserved for issuance Units outstanding on October 19, 2016 in connection accordance with their terms and, since October 19, 2016 to the conversion date of 7.00% convertible senior notes due 2023this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be5.2(b), as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub there are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends no preemptive or other distributions on the outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of Parent Capital Stock and any material dividends capital stock or other distributions equity 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 from Parent or any of its Subsidiaries, any equity securities of Parent, and no securities or obligations of Parent or any of its Subsidiaries evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)matter.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 300,000,000 shares of Parent Common Stock Stock, and (ii) 50,000,000 20,000,000 shares of preferred stock, $0.01 par value per share (“Parent Preferred Stock”). At the close of business on September 30June 15, 20202007: (Ai) 54,175,648 61,575,192 shares of Parent Common Stock were issued and outstanding; (Bii) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (Ciii) 1,426,426 an aggregate of 5,716,506 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent Parent’s 1997 Long Term Incentive Plan and 2006 Long Term Incentive Plan (such plans, as amended to date, are collectively referred to herein as the “Parent Equity PlanStock Plans”); and (Div) 6,876,540 11,494,250 shares of Parent Common Stock were reserved for issuance in connection with upon the conversion of 7.00Parent’s 1% convertible senior notes due 2023Convertible Unsecured Subordinated Notes Due 2004 (collectively, the “Parent Notes”) and (v) 400,000 shares of Parent Preferred Stock were designated as Series A Junior Preferred Stock, par value $0.01 per share. Except as set forth in this Section 5.2All of the outstanding shares of capital stock of, at or other equity interests in, Parent have been validly issued and are fully paid and nonassessable. (b) As of the close of business on September 30June 15, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. 2007: (bi) All outstanding 2,898,635 shares of Parent Capital Common Stock have been, and all were subject to issuance pursuant to outstanding options to acquire shares of Parent Capital Common Stock (“Parent Options”) under the Parent Stock Plans; (ii) 1,025,653 shares of Parent Common Stock were subject to be issuance pursuant to outstanding restricted stock units and outstanding performance stock units issued in connection with under the MergerParent Stock Plans and (iii) 11,494,250 shares of Parent Common Stock were subject to issuance upon the conversion of the Parent Notes. All shares of Parent Common Stock subject to issuance under the Parent Stock Plans, when so issued in accordance with upon issuance upon the terms of this Agreementand subject to the conditions set forth in the instruments pursuant to which they are issuable, are or will be, as applicable, (i) be duly authorized, validly issued, fully paid and nonassessable and nonassessable. There are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear no commitments or agreements of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in character to which Parent is bound obligating Parent to accelerate the vesting of any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all Option as a result of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except Merger. Except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)3.2, there are no outstanding: outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent. (ic) shares No bonds, debentures, notes or other evidences of indebtedness having the right to vote on any matters on which stockholders of Parent Capital Stock, may vote (ii) “Voting Debt”) are issued or outstanding. (d) Except as otherwise set forth in this Section 3.2, (iii) securities as of Parent or any Subsidiary the date of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debtthis Agreement, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptionsthere are no securities, options, warrants, calls, putsrights, rights commitments, agreements, arrangements or undertakings of first refusal or other rights (including preemptive rights), commitments or agreements any kind to which Parent or any Subsidiary of Parent its Subsidiaries is a party or by which it any of them is bound, in any case, bound obligating Parent or any Subsidiary of Parent its Subsidiaries to (A) issue, deliver, transfer, deliver or sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, delivered or sold, purchased, redeemed or acquired, additional shares of Parent Capital Stockcapital stock, any Voting Debt or other voting securities of Parent or (B) any of its Subsidiaries, or obligating Parent or any of its Subsidiaries to issue, grant, extend or enter into any such subscriptionsecurity, option, warrant, call, putright, right commitment, agreement, arrangement or undertaking. All outstanding shares of first refusal Parent Common Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Subsidiary of Parent have been issued and granted (as applicable) in compliance in all material respects with all applicable securities laws and all other Applicable Laws. (e) Since June 15, 2007, and through the date of this Agreement, except for issuances of Parent Common Stock pursuant to the exercise of Parent Options and the conversion of Parent Notes outstanding as of June 15, 2007, there has been no change in (x) the outstanding capital stock of Parent, (y) the number of Parent Options outstanding, or (z) the number of other options, warrants or other similar rightrights to purchase Parent Common Stock. (f) As of the date of this Agreement, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which neither Parent nor any Subsidiary of Parent is a party to any agreement, arrangement or by which it is bound understanding restricting the purchase or transfer of, relating to the voting of of, requiring registration of, or granting any shares preemptive or antidilutive rights with respect to, any capital stock of Parent Capital Stockor any of its Subsidiaries or any securities of the type referred to in Section 3.2(d) hereof. (dg) As of the date of this Agreement, all of the issued and outstanding limited liability company shares of capital stock or other equity ownership interests of Merger Sub each “significant subsidiary” (as such term is defined under Regulation S-X of the SEC) of Parent are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends , directly or other distributions on the shares indirectly, free and clear of Parent Capital Stock and any material dividends or liens, pledges, charges and security interests and similar encumbrances, other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and than for Taxes that are not yet due (“Liens”), and payablefree of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity ownership interest (other than restrictions under applicable securities laws), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, no such significant subsidiary is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such significant subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such significant subsidiary. Except for the capital stock or other equity ownership interests of its Subsidiaries, as of the date of this Agreement, Parent does not beneficially own directly or indirectly any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person that constitutes a Substantial Investment. As used in this Agreement, (i) “Subsidiary”, when used with respect to either party, means any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, including any branches or representative offices thereof, (x) of which such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interests in such partnership) or (y) a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party and/or by any one or more of its Subsidiaries, and (ii) “Substantial Investment”, when used with respect to either party, means a stock or other equity investment having a fair market value or book value in excess of $10,000,000, directly or indirectly, in any Person.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 600,000,000 shares of Parent Common Stock and (ii) 50,000,000 shares of preferred stock, par value $0.0001 per share (the “Parent Preferred Stock”). At the close of business on September 30May 24, 2020: 2013, (i) (A) 54,175,648 227,603,627 shares of Parent Common Stock were issued and outstanding; outstanding (which number includes 8,497,611 shares of Parent Common Stock subject to vesting or other forfeiture conditions or repurchase by Parent (such shares, together with any similar shares issued after May 24, 2013, the “Parent Restricted Stock”)) and (B) no 41,395,513 shares of Pre-Merger Parent Preferred Common Stock were issued and outstanding; held by the Company in its treasury, (Cii) 1,426,426 8,497,611 shares of Parent Common Stock were reserved for issuance pursuant subject to the 2012 equity incentive plan of Parent outstanding options (other than rights under Parent's Employee Stock Purchase Plan (such plan, the “Parent Equity ESPP” and, along with Parent's 2005 Omnibus Incentive Plan, the “Parent Stock Plans”); and (D) 6,876,540 to acquire shares of Parent Common Stock from Parent (such options, together with any similar options granted after May 24, 2013, the “Parent Stock Options”) and (iii) no shares of Parent Preferred Stock were reserved for issuance issued or outstanding or held by Parent in connection with the conversion of 7.00% convertible senior notes due 2023its treasury. Except as set forth in this Section 5.2above, at the close of business on September 30May 24, 20202013, no shares of capital stock or other voting securities of Parent were issued or outstanding. Since May 24, 2013 to the date of this Agreement, (x) there are have been no issuances by Parent of shares of capital stock or other voting securities of Parent, other than issuances of shares of Parent Common Stock pursuant to the exercise of outstanding Parent Capital Stock issuedOptions and (y) there have been no issuances by Parent of options, reserved warrants, 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, except for issuance or outstanding. rights pursuant to the Parent ESPP and under Parent's 401(k) Profit Sharing Plan (bthe “Parent 401(k) Plan”). All outstanding shares of Parent Capital Common Stock have beenare, and all such shares of Parent Capital Stock to that may be issued in connection with prior to the MergerEffective Time will be when issued, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights. 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) free and clear on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except for any obligations pursuant to this Agreement, the ESPP, the Parent 401(k) Plan or as otherwise set forth above, as of May 24, 2013, there are no options, warrants, rights, convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any Liens and (C) issued in compliance in all material respects with kind to which Parent or any of its Subsidiaries is a party or by which any of them is bound (1) applicable securities Laws and obligating Parent or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other applicable Law and equity interests in, or any security convertible or exchangeable for any capital stock of or other equity interest in, Parent or of any of its Subsidiaries or any Voting Parent Debt, (2) all requirements set forth in obligating Parent or any applicable contracts. such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking or (3) that give any person the right to receive any economic interest of a nature accruing to the holders of Parent owns, Common Stock or otherwise based on the performance or value of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries Parent or any of Parent, free and clear of all Liens, other than Permitted Liens. (c) its Subsidiaries. As of the close date of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)Agreement, there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) outstanding contractual obligations of Parent or any Subsidiary of Parent its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock capital stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal warrants or other rights (including preemptive rights), commitments or agreements to which acquire shares of capital stock of Parent or any Subsidiary of Parent is a party or by which it is boundsuch Subsidiary, in any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating than as described above pursuant to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid Stock Plans and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior pursuant to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)Parent 401(k) Plan.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 3,000,000,000 shares of Parent Common Stock and (ii) 50,000,000 10,000,000 shares of preferred stock, par value $0.001 per share ("Parent Preferred Stock"). At the close of business on September 30June 24, 2020: 2005, (Ai) 54,175,648 1,255,097,891 shares of Parent Common Stock were issued and outstanding; , (Bii) no shares of Pre-Merger Parent Preferred Common Stock were issued and outstanding; held by Parent in its treasury, (Ciii) 1,426,426 264,490,747 shares of Parent Common Stock were reserved for issuance (including shares underlying outstanding stock options and shares available for future grant) pursuant to the 2012 equity incentive plan 2002 Stock Incentive Plan, as amended, the 1993 Qualified Employee Stock Purchase Plan, as amended, and stock options assumed in connection with prior acquisitions (of Parent (the “Parent Equity Plan”); and (D) 6,876,540 which 177,175,007 shares of Parent Common Stock were reserved for issuance in connection with the conversion subject to outstanding stock options) and (iv) no shares of 7.00% convertible senior notes due 2023Parent Preferred Stock were issued or outstanding. Except as set forth above in this Section 5.24.02(a), at the close of business on September 30June 24, 20202005, there are no other shares of outstanding capital stock or other voting securities of Parent Capital Stock were issued, reserved for issuance or outstanding. (b) . All outstanding shares of capital stock of Parent Capital Stock have beenare, and all shares which may be issued (including shares of Parent Capital Common Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or ) will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements . Except as set forth above in this Section 4.02(a), 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 applicable contractsmatters on which stockholders of Parent may vote. (b) The authorized equity interests of Merger Sub consist of 100 membership interests ("Merger Sub Interests"). Parent owns, of record and beneficially, directly or indirectly, all All of the issued and outstanding shares of capital stock of the Subsidiaries of Merger Sub Interests are owned by Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options . Merger Sub does not have issued or outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, subscriptions, calls, putsrights, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting convertible securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of commitments obligating Merger Sub are validly issuedto issue, fully paid and nonassessable and are wholly owned by transfer or sell any Merger Sub Interests to any person, other than Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 200,000,000 shares of Parent Common Stock and (ii) 50,000,000 5,000,000 shares of Parent Preferred Stockpreferred stock, par value $0.01 per share. At the close of business on September 30February 5, 2020: 2004 (Aor, in the case of clause (iv) 54,175,648 below, on December 31, 2003), (i) 65,086,471 shares of Parent Common Stock were issued and outstanding; , (Bii) no shares of Pre-Merger Parent Preferred Common Stock were issued held by Parent in its treasury, (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 outstanding; (Civ) 1,426,426 187,122 additional shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan stock option plans of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023Parent. Except as set forth in this Section 5.2above, at the close of business on September 30February 5, 20202004 (or, there are in the case of clause (iv) in the immediately preceding sentence, on December 31, 2003), no other shares of outstanding capital stock or other voting securities of Parent Capital Stock were issued, reserved for issuance or outstanding. (b) , 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 Capital Common Stock have beenare, and all such shares of Parent Capital Stock to that may be issued in connection with prior to the MergerEffective Time will be when issued, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Lawsright, subscription right or any similar right under any provision of the NRS, the MGCL and Parent Charter, the Organizational Documents 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. 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 and may vote ("Voting Parent Preferred Stock to be issued pursuant to Debt"). Except as set forth above, as of the date of this Agreement, when there are 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 Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, will be (A) validly issueddelivered or sold, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding additional shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, or other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder)equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock grants of or other awards granted in accordance with Section 6.2(b)(ii)equity interest in, there are no outstanding: (i) shares of Parent Capital Stockor any Parent Subsidiary or any Voting Parent Debt, (ii) Voting Debtobligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) securities 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 or Common Stock. As of the date of this Agreement, there are not any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) outstanding contractual obligations of Parent or any Parent Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests stock of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital StockSubsidiary. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date close of this Agreementbusiness on September 12, 2025, the authorized capital stock of Parent consists of (i) 500,000,000 200,000,000 shares of Parent Common Stock and (ii) 50,000,000 20,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”, and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on September 3012, 20202025: (A) 54,175,648 83,690,217 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding; (B) no shares of Pre-Merger Parent Preferred Stock there were issued and outstanding; (C) 1,426,426 1,117,186 shares of Parent Common Stock were reserved for issuance pursuant to Parent’s Employee Stock Purchase Plan (as amended from time to time, the 2012 equity incentive plan “Parent ESPP”); (C) there were 723,274 shares of Parent Common Stock subject to outstanding restricted stock units granted pursuant to Parent’s 2021 Long-Term Incentive Plan, as amended from time to time, and prior plans (the “Parent Equity PlanLTIP”); and (D) 6,876,540 there were 878,286 shares of Parent Common Stock were reserved for issuance in connection with (assuming the conversion target level of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at performance) subject to outstanding performance stock units granted pursuant to the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstandingLTIP. (b) All outstanding shares of Parent Capital Common Stock and outstanding equity interests of each Subsidiary of Parent have been, in each case, duly authorized and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parentrights. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except Except as set forth in this Section 5.2, issuances pursuant to the Parent ESPP, restricted stock units granted pursuant to the Parent LTIP, and except for changes since September 30, 2020 resulting from performance stock units granted pursuant to the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants Parent LTIP or other awards granted in accordance with Section 6.2(b)(ii)this Agreement, there are no outstanding: (i1) shares of Parent Capital Stock, Stock or other voting securities of Parent; (ii) Voting Debt, (iii2) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock shares, equity interests, membership interest or Voting Debt, (iv) contractual obligations other voting securities of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or its Subsidiaries; and (v3) subscriptions, options, warrants, subscriptions, calls, puts, rights of first refusal or other rights (including preemptive and appreciation rights), commitments commitments, arrangements or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, Parent or its Subsidiaries are bound in any case, case obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt equity interests or other voting securities of Parent or (B) any of its Subsidiaries, or obligating Parent or any of its Subsidiaries to grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is or they are bound relating to the voting of any shares of capital stock or other equity interest of Parent Capital Stock. (d) or any of its Subsidiaries. As of the date of this Agreement, all of the outstanding limited liability company authorized membership interests of Merger Sub consist of 100 membership interests, all of which shares are duly authorized, validly issued, fully paid issued and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions . Merger Sub was formed on the shares of Parent Capital Stock August 5, 2025 and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to since the date hereof have been paid of such formation, Merger Sub has not engaged in full (except to any activity other than in connection with its organization and the extent such dividends have been declared preparation, negotiation and are not yet due execution of this Agreement. Merger Sub has no operations, assets or liabilities other than in connection with the foregoing and payable)as provided under this Agreement.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 shares of Parent Common Stock and (ii) 50,000,000 shares of Common Stock, par value $0.01 per share (the "Parent Common Stock"), and 3,000,000 shares of Preferred Stock, par value $0.01 per share, of which 100,000 have been designated Series D Convertible Preferred Stock and 100,000 have been designated Series E Preferred Stock (the "Permanent Preferred Stock"). At the close of business on September 30July 12, 20202002: (Ai) 54,175,648 24,911,352 shares of Parent Common Stock were issued and outstanding; (Bii) 52,600 shares of Parent Common Stock in the aggregate were held by Parent and its subsidiaries in their treasuries; (iii) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; and (Civ) 1,426,426 3,631,506 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan plans set forth in Section 3.02(c) of the Parent Disclosure Schedule (collectively, the “"Parent Equity Plan”Stock Plans"); and (D) 6,876,540 , of which 3,357,000 shares of are subject to outstanding employee stock options or other rights to purchase or receive Parent Common Stock were reserved for issuance in connection with granted under the conversion of 7.00% convertible senior notes due 2023Parent Stock Plans (collectively, "Parent Employee Stock Options"). Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of capital stock of Parent Capital Stock have beenare, and all shares of which may be issued (including the Bridge Preferred Stock and Parent Capital Stock Common stock to be issued in connection with hereunder and the Merger, when so issued in accordance with Permanent Preferred Stock and the terms of this Agreement, are or Conversion Shares issuable upon conversion thereof) will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) and free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, restrictions on transfer other than Permitted Liens. (c) As of restrictions on transfer under applicable state and federal securities laws and under the close of business on September 30, 2020, except Management Rights and Standstill Agreement. Except as set forth in this Section 5.23.02(c), and except for changes since September 30July 12, 2020 2002 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder)of Parent Common Stock pursuant to the Parent Employee Stock Options, (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares voting securities of Parent Capital StockParent, (iiB) Voting Debt, (iii) any securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent Capital Stock and (C) any warrants, calls, options or Voting Debtother rights to acquire from Parent or any Parent subsidiary, and no obligation of Parent or any Parent subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent and (ivy) contractual there are no outstanding obligations of Parent or any Subsidiary of Parent subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock such securities or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, deliver or sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, delivered or sold, purchased, redeemed any such securities. Neither Parent nor any Parent subsidiary is a party to any voting or acquired, additional registration rights agreement with respect to the voting or registration of any such securities. There are no outstanding (A) securities of Parent or 24. any Parent subsidiary convertible into or exchangeable or exercisable for shares of Parent Capital Stock, any Voting Debt capital stock or other voting securities or ownership interests in any Parent subsidiary, (B) warrants, calls, options or other rights to acquire from Parent or any Parent subsidiary, and no obligation of Parent or any Parent subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Parent subsidiary or (BC) grantobligations of Parent or any Parent subsidiary to repurchase, extend redeem or enter into otherwise acquire any such subscriptionoutstanding securities of Parent subsidiaries or to issue, optiondeliver or sell, warrantor cause to be issued, calldelivered or sold, putany such securities. Other than the Parent subsidiaries, right of first refusal Parent does not directly or indirectly beneficially own any securities or other similar right, commitment or agreementbeneficial ownership interests in any other entity. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any All outstanding shares of Parent Capital Stock. Common Stock and all outstanding Parent Employee Stock Options have been issued and granted in compliance with (di) As all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in applicable Parent Material Contracts. All securities reacquired by Parent were reacquired in compliance with (i) the applicable provisions of the date of this AgreementDGCL and all other applicable Legal Requirements, and (ii) all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid requirements set forth in applicable restricted stock purchase agreements and nonassessable and are wholly owned by Parentother applicable Parent Material Contracts. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 350,000,000 shares of Parent Common Stock and (ii) 50,000,000 20,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”). At the close of business on September 30December 28, 2020: 2018, (Ai) 54,175,648 202,345,501 shares of Parent Common Stock were issued and outstanding; outstanding (Bincluding the restricted shares of Parent Common Stock set forth in Section 4.3(a) of the Parent Disclosure Letter (the “Parent Restricted Shares”)), (ii) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; , (Ciii) 1,426,426 no shares of Parent Common Stock were reserved for issuance pursuant to outstanding Parent Options and (iv) 8,155,298 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan terms of Parent (the “Parent Equity Plan”); and (D) 6,876,540 Incentive Plans, including 3,229,000 shares of Parent Common Stock issuable pursuant to outstanding restricted stock unit awards and performance restricted stock unit awards granted pursuant to the Parent Equity Incentive Plans. Equity-based awards with an aggregate value of $16,606,000 were reserved for issuance granted effective as of January 1, 2019, to be converted into a number of restricted stock unit awards under the Parent Equity Incentive Plans and a number of LTIP Units (as defined in connection the Parent Operating Partnership Agreement) based in each case on a valuation of the units, consistent with the conversion Ordinary Course of 7.00% convertible senior notes due 2023Business of Parent. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All issued and outstanding shares of Parent Capital Common Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable, and are not subject no class of capital stock is entitled to preemptive rights and rights. There are no outstanding bonds, debentures, notes or other Indebtedness of Parent having the right to vote (iior convertible into, or exchangeable for, securities having the right to vote) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents on any matter on which holders of Parent. The shares of Parent Common Stock may vote. (b) All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except Except as set forth in this Section 5.24.3, except as permitted to be issued pursuant to Section 5.2 hereof and except for changes since September 30outstanding LTIP Units (as defined in the Parent Operating Partnership Agreement) or the redemption of LP Units (as defined in the Parent Operating Partnership Agreement) for Company Common Stock as contemplated in the Parent Operating Partnership Agreement, 2020 resulting from the exercise there are no securities, options, warrants, calls, rights, commitments, agreements, rights of stock options outstanding at such date (and the issuance first refusal, arrangements or undertakings of shares thereunder)any kind to which Parent or any Parent Subsidiary is a party or by which any of them is bound, obligating Parent or any Parent Subsidiary to issue, deliver or sell or create, or stock grants cause to be issued, delivered or sold or created, additional shares of Parent Common Stock, shares of Parent Preferred Stock or other awards granted equity securities or phantom stock or other contractual rights the value of which is determined in accordance with Section 6.2(b)(iiwhole or in part by the value of any equity security of Parent or any of the Parent Subsidiaries or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. Except for 3,214,561 outstanding “LTIP Units” (as defined in the Parent Operating Partnership Agreement), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) outstanding contractual obligations of Parent or any Parent Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stockCommon Stock, membership interestsshares of Parent Preferred Stock, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreementParent Subsidiary. There are no stockholder agreements, voting trusts or other agreements to which Neither Parent nor any Parent Subsidiary is a party or by which it is bound relating to or, to the Knowledge of Parent, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any shares capital stock of Parent Capital Stockor any of the Parent Subsidiaries. Parent has not engaged in any back dating, forward dating or similar activities with respect to awards under the Parent Equity Incentive Plans and has not been subject to any investigation, whether current, pending or closed (in the case of any pending investigation, to Parent’s Knowledge) with respect to such activities. (d) As of the date of this Agreementhereof, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by ParentParent does not have a “poison pill” or similar stockholder rights plan. (e) All dividends or other distributions on the shares of Parent Capital Common Stock and any material dividends or other distributions on any securities of any Parent Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared publicly announced and are not yet due and payable). (f) Parent is the sole general partner of the Parent Operating Partnership. As of the date hereof, there are no equity interests of the Parent Operating Partnership issued and outstanding other than such Parent LTIP Units and Parent OP Units listed in Section 4.3(f) of the Parent Disclosure Letter.

Capital Structure. (a) The authorized capital stock of Parent consists of: (i) 2,000,000,000 shares of Common Stock, $0.001 par value, of which 566,512,760 shares have been issued and are outstanding as of March 2, 2001; and (ii) 125,000,000 shares of Preferred Stock, $0.001 par value per share, of which no shares have been issued or are outstanding as of the date of this Agreement. All of the outstanding shares of Parent's Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (b) As of the date of this Agreement, the authorized capital stock of Parent consists of : (i) 500,000,000 18,987,717 shares of Parent Common Stock are subject to issuance pursuant to outstanding options to purchase Common Stock under Parent's 1999 Stock Plan and Amended and Restated 1999 Director Option Plan; and (ii) 50,000,000 14,863,914 shares of Common Stock are reserved for future issuance under Parent's 1999 Employee Stock Purchase Plan (the "Parent Preferred StockPurchase Plan"). At (Stock options granted by Parent pursuant to Parent's stock option plans and stock options assumed by Parent pursuant to various corporate transactions collectively are referred to in this Agreement as "Parent Options"). Parent has made available to the close Company accurate and complete copies of business on September 30, 2020: (A) 54,175,648 all stock option plans pursuant to which Parent has granted stock options that are currently outstanding and the form of all stock option agreements evidencing such options. All shares of Parent Common Stock were issued subject to issuance as aforesaid, upon issuance on the terms and outstanding; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of Parent Common Stock were reserved for issuance conditions specified in the instruments pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2which they are issuable, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to would be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable nonassessable. (c) All outstanding shares of Parent Common Stock, and are not subject to preemptive rights and (ii) all outstanding Parent Options, have been issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1i) all applicable securities Laws laws and other applicable Law Legal Requirements and (2ii) all requirements set forth in applicable Contracts. (d) Except for Parent Options, warrants disclosed in Parent SEC Reports that have not been subsequently cancelled and shares of Parent Common Stock reserved for issuance under Parent's 1999 Stock Plan, Amended and Restated 1999 Director Option Plan and Parent Purchase Plan, there are no options, warrants or other rights, agreements, arrangements or commitments of any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of character relating to the issued and outstanding or unissued capital stock of Parent or conditionally or absolutely obligating Parent to issue or sell any shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder)of, or stock grants other equity interests in, Parent or other awards granted in accordance with Section 6.2(b)(ii), there its subsidiaries. There are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual outstanding obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Common Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreementhereof, the authorized capital stock of Parent IGL consists of (i) 500,000,000 of: 250,000,000 shares of Parent IGL Common Stock and (ii) 50,000,000 12,000,000 shares of Parent Series Preferred Stock, $1.00 par value (the "IGL Preferred Stock"), of which 3,000,000 shares have been designated as "Junior Participating Preferred Stock, Series C" (the "IGL Series C Preferred Stock"). At the close of business on September June 30, 2020: (A) 54,175,648 1997, approximately 93,600,000 shares of Parent IGL Common Stock were issued and outstanding; (B) no , all of which were validly issued, are fully paid and nonassessable and are free of preemptive rights. No shares of Pre-Merger Parent IGL Preferred Stock were have been issued, and there has been no increase of more than 1% in the number of issued and outstanding; (C) 1,426,426 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital IGL Common Stock have been, between June 30 and all the date hereof. All of the shares of Parent Capital IGL Common Stock to be issued issuable in connection exchange for FTX Common Shares at the Effective Time in accordance with the Mergerthis Agreement will be, when so issued in accordance with the terms of this Agreementissued, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. If and when the Warrants are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent exercised for IGL Common Stock and Parent Preferred in accordance with the terms of the IGL Warrants, such shares of IGL Common Stock to be issued pursuant to this Agreement, when issued, upon such exercise will be (A) duly authorized, validly issued, fully paid and nonassessable non-assessable, and not subject to preemptive rights, (B) free and clear the holders of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of IGL are not entitled to any preemptive or other rights with respect to the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) IGL Warrants or the IGL Common Stock issuable upon such exercise. As of the close date of business on September 30, 2020this Agreement, except as set forth in contemplated by this Section 5.2Agreement, except for the rights ("IGL Rights") to purchase shares of IGL Series C Preferred Stock pursuant to the Rights Agreement (the "IGL Rights Agreement") dated June 21, 1989 between IGL and the First National Bank of Chicago, as Rights Agent, as amended, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date covering not in excess of 4,637,788 shares of IGL Common Stock (and collectively, the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii"IGL Stock Options"), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent IGL or any Subsidiary of Parent its Subsidiaries is a party or by which it any of them is bound, in any case, bound obligating Parent IGL or any Subsidiary of Parent its Subsidiaries to (A) issue, deliver, transfer, deliver or sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, delivered or sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, capital stock of IGL or any Voting Debt such Subsidiary or other voting securities of Parent obligating IGL or (B) any such Subsidiary to grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreementsEach outstanding share of capital stock of each Subsidiary of IGL is duly authorized, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and, except as disclosed in the IGL SEC Documents or the IGL Letter, each such share, and are wholly all of the equity interests in the IMC-Agrico Entities described in the IGL SEC Documents as being owned by Parent. IGL, are beneficially owned by IGL or another Subsidiary of IGL, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. As of the date of its filing, Exhibit 21.1 to IGL's Annual Report on Form 10-K for the year ended June 30, 1996, as filed with the United States Securities and Exchange Commission (ethe "SEC") All dividends or other distributions on (the "IGL Annual Report"), is a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC. Pursuant to the IGL Rights Agreement, all shares of Parent Capital IGL Common Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)issued with Rights attached thereto.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of Parent consists of (iA) 500,000,000 100,000,000 shares of Parent Common Stock Stock, and (iiB) 50,000,000 1,000,000 shares of preferred stock, par value $.10 per share (the “Parent Preferred Stock”), none of which are designated. At As of the close of business on September 3025, 2020: 2007 (Ax) 54,175,648 (1) 12,040,596 shares of Parent Common Stock were issued and outstanding; , (B2) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 1,564,549 shares of Parent Common Stock were reserved for issuance pursuant to upon the 2012 equity incentive plan exercise of Parent (the “Parent Equity Plan”); Options outstanding on such date, and (D3) 6,876,540 314,443 shares of Parent Common Stock were reserved for issuance in connection with upon the conversion exercise of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2Parent Warrants outstanding on such date, at the close of business on September 30, 2020, there are and (y) no other shares of Parent Preferred Stock were outstanding Parent Capital Stock issued, or reserved for issuance or outstanding. (b) issuance. All outstanding shares of Parent Capital Common Stock have beenbeen duly authorized and validly issued and are fully paid and, except as set forth in the DGCL, non assessable and all are not subject to preemptive rights. The shares of Parent Capital Common Stock to be issued in connection with pursuant to or as specifically contemplated by this Agreement will have been duly authorized as of the MergerEffective Time and, if and when so issued in accordance with the terms of this Agreementhereof or thereof, are or will be, as applicable, (i) duly authorized, be validly issued, fully paid and nonassessable non-assessable and are will not be subject to preemptive rights rights. (ii) Section 3.1(b)(ii) of the Parent Disclosure Schedule sets forth a complete and accurate list as of September 25, 2007 of each Parent Option and Parent Warrant then outstanding, the name of the registered holder thereof, the number of shares of Parent Common Stock subject to such Parent Option and Parent Warrant and the exercise or purchase price (if any) and the expiration date thereof. (iii) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders may vote (“Voting Debt”) of Parent are issued or outstanding. (iv) Except for (A) this Agreement, (B) the outstanding Parent Options specified in paragraph (i) above, (C) the convertible securities and warrants described in paragraphs (i) and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Lawsabove, which represented, as of September 25, 2007, the MGCL rights to acquire up to an aggregate of 1,878,992 shares of Parent Common Stock, and (D) agreements described in Section 3.1(b)(iv) of the Organizational Documents Parent Disclosure Schedule, (E) agreements relating to the 6,362,820 shares of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreementcovered by Parent’s Registration Statement on Form SB-2, when issuedas initially filed with the SEC on May 16, will be (A) validly issued2007, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (CF) issued in compliance in all material respects with (1) applicable agreements entered into and securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, instruments issued after the date of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except this Agreement as set forth in this permitted by Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)4.1, there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements of any character to which Parent or any Subsidiary of Parent is a party or by which it or any such Subsidiary is bound, in any case, bound obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, deliver or sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, delivered or sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, capital stock or any Voting Debt or other voting securities stock appreciation rights or ownership interests of Parent or (B) of any Subsidiary of Parent or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreementsoutstanding contractual obligations of Parent or any of its Subsidiaries (x) to repurchase, redeem or otherwise acquire any shares of capital stock, voting trusts securities or other agreements ownership interests of Parent or any of its Subsidiaries, or (y) pursuant to which Parent or any of its Subsidiaries is a party or could be required to register shares of Parent Common Stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”), except any such contractual obligations entered into after the date hereof as permitted by which it is bound relating Section 4.1 or as listed in Section 3.1(b)(iv) of the Parent Disclosure Schedule. (v) Since September 25, 2007, except as permitted by Section 4.1 and except as set forth in Section 3.1(b)(v) of the Parent Disclosure Schedule, Parent has not (A) issued or permitted to the voting of be issued any shares of capital stock, stock appreciation rights or securities exercisable or exchangeable for or convertible into shares of capital stock of Parent Capital Stock. (d) As or any of its Subsidiaries, other than pursuant to and as required by the terms of Parent Options granted prior to the date hereof (or awards granted after the date hereof in compliance with Sections 4.1(c) and 4.1(k)); (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Parent Subsidiaries, any shares of this Agreementcapital stock of Parent or any of its Subsidiaries; or (C) declared, all set aside, made or paid to the stockholders of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All Parent dividends or other distributions on the outstanding shares of Parent Capital Stock and any material dividends or other distributions on any securities capital stock of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)Parent.

Capital Structure. (a) As of the date of this Agreement, the authorized share capital stock of Parent consists is (pound)125,000,000 divided into 1,250,000,000 Parent Ordinary Shares. As of (i) 500,000,000 shares of Parent Common Stock and (ii) 50,000,000 shares of Parent Preferred Stock. At the close of business on September 30May 5, 2020: (A) 54,175,648 shares 2000, the issued share capital of Parent Common Stock were consisted of 778,578,881 Parent Ordinary Shares. All of the outstanding Parent Ordinary Shares are, and all of the Parent Ordinary Shares to be issued pursuant to the Merger are, or will be when issued, duly authorized and validly issued and outstanding; fully paid or credited as fully paid. As of the date of this Agreement, Parent has no Parent Ordinary Shares reserved for or otherwise subject to issuance, except (Bi) no shares of Pre-Merger more than 30,000,000 Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of Parent Common Stock were reserved for Ordinary Shares subject to issuance pursuant to the 2012 equity incentive plan outstanding options to purchase Parent Ordinary Shares and (ii) a number of Parent (Ordinary Shares with a value upon issuance equivalent to no more than $100 million, in the “aggregate, which are issuable pursuant to "earn-out" provisions of acquisition and similar agreements previously entered by Parent Equity Plan”); and (D) 6,876,540 shares and/or its Subsidiaries. As of Parent Common Stock were reserved for issuance in connection with the conversion date of 7.00% convertible senior notes due 2023. Except this Agreement, except as set forth in this Section 5.2above, at Parent does not have outstanding any bonds, debentures, notes or other obligations the close holders of business which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstandingany matter. (b) All Each of the outstanding shares of Parent Capital Stock have been, and all shares capital stock or other ownership interests of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms each of this Agreement, are or will be, as applicable, (i) Parent's Subsidiaries that constitute a Significant Subsidiary is duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) in each case free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and lien, pledge, security interest, claim or other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020encumbrance, except as would not have a Material Adverse Effect on Parent. Except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder2.2.2(a), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As as of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub there are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends no preemptive or other distributions on the outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind which obligate Parent or any of its Material Subsidiaries to issue or sell any shares of Parent Capital Stock and any material dividends capital stock or other distributions on securities of Parent or any of its Material Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from Parent or any of its Material Subsidiaries, any securities of Parent or any Subsidiary of its Material Subsidiaries, and no securities or obligations evidencing any rights are authorized, issued or outstanding. Except as set forth in Section 2.2.2(a), as of the date of this Agreement, Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible, exchangeable or exercisable for or into securities having the right to vote) with the shareholders of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)on any matter.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 200,000,000 shares of Parent Common Stock and 10,000,000 shares, without par value, of preferred stock, of which 6,745,347 shares have been designated as Convertible Preferred Stock, Series D (ii) 50,000,000 "Parent Series D Preferred Stock"). Parent has issued rights to purchase shares of Parent Preferred StockCommon Stock (the "Parent Rights") that were issued pursuant to the Renewed Rights Agreement dated as of September 25, 1997 (as amended from time to time, the "Parent Rights Agreement"), between Parent and First Chicago Trust Company of New York. At the close of business on September June 30, 20202003: (Ai) 54,175,648 58,313,553 shares of Parent Common Stock and 4,146,255 shares of Parent Series D Preferred Stock were outstanding, all of which were validly issued, fully paid and nonassessable; (ii) no shares of Parent Common Stock were issued and outstandingheld by Parent in its treasury; (Biii) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 3,331,806 shares of Parent Common Stock were reserved for issuance pursuant to issuable upon the 2012 equity incentive plan conversion or redemption of the Parent Series D Preferred Stock; (the “Parent Equity Plan”); and (Div) 6,876,540 5,412,710 shares of Parent Common Stock were reserved for issuance in connection with issuable upon the conversion exercise of 7.00% convertible senior notes due 2023the purchase contracts which form a part of Parent's Adjustable Conversion-Rate Equity Security Units ("Parent Units"); and (v) 8,934,167 shares of Parent Common Stock were issuable upon the exercise of outstanding employee or director stock options (the "Parent Employee Stock Options") that were granted pursuant to any stock plan, program or arrangement of Parent or any Parent Subsidiary (the "Parent Employee Stock Plans"). Except as set forth in this Section 5.2above, at the close of business on September June 30, 20202003, there are no other shares of outstanding capital stock or other voting securities of Parent Capital Stock were issued, reserved for issuance or outstanding. . Other than the Parent Units, 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) on any matters on which stockholders of Parent must vote. Except as set forth above, as of the date of this Agreement there are not any Options to which Parent or any Parent Subsidiary is a party or by which any of them is bound relating to the issued or unissued capital stock of Parent or any Parent Subsidiary, or obligating Parent or any Parent Subsidiary to issue, transfer, grant or sell any shares of capital stock or other equity interests in, or securities convertible or exchangeable for any capital stock or other equity interests in, Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such Options. All outstanding shares of Parent Capital Common Stock have beenthat are subject to issuance as aforesaid, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with upon issuance on the terms of this Agreementand conditions specified in the instrument pursuant to which they are issuable, are or will be, as applicable, (i) be duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents nonassessable. All shares of Parent. The Parent Common Stock and Parent Preferred Stock that are subject to be issued issuance pursuant to the Merger, upon issuance pursuant to this Agreement, when issued, will be (A) duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close date of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)Agreement, there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or not any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) outstanding contractual obligations of Parent or any Parent Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests stock of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary Parent Subsidiary, or make any material investment (in the form of Parent is a party loan, capital contribution or by which it is bound, otherwise) in any case, obligating person other than a Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreementSubsidiary. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, the authorized shares of Sub consist of 1,000 common shares, without par value, all of the outstanding limited liability company interests of Merger Sub are which have been validly issued, are fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock free and any material dividends or other distributions on any securities clear of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)Lien.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 280,000,000 shares of capital stock, which have been classified as 250,000,000 shares of Parent Common Stock and (ii) 50,000,000 30,000,000 shares of Parent Preferred Stock. At the close of business on September 30May 20, 2020: 2023, (Ai) 54,175,648 shares of 103,880,021 Parent Common Stock Shares were issued and outstanding; , (Bii) no 6,799,467 shares of Pre-Merger Parent Series A Preferred Stock were issued and outstanding; , (Ciii) 1,426,426 4,695,887 shares of Parent Series B Preferred Stock were issued and outstanding, (iv) 359,840 shares of Parent Common Stock were reserved for issuance pursuant to awards outstanding under the 2012 equity incentive plan of Parent (the “Parent 2021 Equity Plan”); and , (Dv) 6,876,540 2,500,000 shares of Parent Common Stock were reserved for issuance in connection with the upon a conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at awards of LTIP Units pursuant to the close of business on September 30, 2020, Parent 2021 OPP and (vi) there are no other shares of outstanding Parent Capital Common Stock issued, reserved for issuance or upon conversion of Parent Partnership Units. One hundred thousand (100,000) shares of Parent Preferred Stock are designated as Parent Series C Preferred Stock, none of which is outstanding. , and which are reserved for issuance in accordance with the stockholder rights plan adopted pursuant to the Parent Rights Agreement (b) the “Parent Rights Plan”). All issued and outstanding shares of the beneficial interests of Parent Capital Stock have beenare, and all shares Parent Common Shares reserved for issuance as noted above, shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights, and all Parent Capital Stock Common Shares and Parent Preferred Shares to be issued in connection with to Parent Operating Partnership and provided by Parent Operating Partnership as the MergerREIT Common Merger Consideration or the REIT Preferred Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. There are no outstanding bonds, debentures, notes or will beother 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 matter on which holders of Parent Common Shares or other equity holders of such Parent Subsidiary may vote. (b) Parent is the sole general partner of Parent Operating Partnership, and Parent owns, directly or indirectly, all of the general partner interests in Parent Operating Partnership, free and clear of Liens (other than Permitted Liens). Section 5.3(b) of the Parent Disclosure Letter sets forth, as applicableof the date hereof, the name of, and the number and class of partnership interests held by, each partner in Parent Operating Partnership. Other than such limited partnership interests set forth on Section 5.3(b) of the Parent Disclosure Letter, Parent owns all of the issued and outstanding limited partnership interests in Parent Operating Partnership, free and clear of Liens (iother than Permitted Liens or Liens arising pursuant to the Parent Partnership Agreement). (c) All of the REIT Merger Sub membership interests are owned directly or indirectly by Parent Operating Partnership, free and clear of Liens. All of the REIT Merger Sub membership interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of REIT ▇▇▇▇▇▇ Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holder of REIT ▇▇▇▇▇▇ Sub membership interests may vote. (d) All of the Partnership Merger Sub membership interests are owned directly or indirectly by Parent Operating Partnership, free and clear of Liens. All of the Partnership Merger Sub membership interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Partnership ▇▇▇▇▇▇ Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holder of Partnership Merger Sub membership interests may vote. (e) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and are not subject to preemptive rights and validly issued. All shares of capital stock of (iior other ownership interests in) issued and granted in compliance in all material respects with applicable state and federal securities Laws, each of the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to Subsidiaries that may be issued pursuant to this Agreementupon exercise of outstanding options or exchange rights are duly authorized and, when issued, upon issuance will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements nonassessable. Except as set forth in any applicable contracts. Section 5.3(e) of the Parent Disclosure Letter, Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock and other equity interests of each of the Subsidiaries of ParentParent Subsidiaries, free and clear of all Liens, Liens (other than Permitted Liens), and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other equity interests of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, equity interests or securities convertible into or exchangeable for shares of its capital stock or equity interests. (cf) As of the close of business on September 30, 2020, except Except as set forth in Section 5.3(f) of the Parent Disclosure Letter or pursuant to the Parent Rights Plan, as of the date of this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)Agreement, there are no outstanding: (i) shares securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Parent Capital StockOperating Partnership, (ii) Voting DebtREIT Merger Sub, (iii) securities of Parent Partnership Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Parent convertible Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional Parent Common Shares or REIT Merger Sub or Partnership Merger Sub partnership interests or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity interest of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or exchangeable undertaking. As of the date of this Agreement, except as expressly provided in the Parent Partnership Agreement or exercisable for shares of pursuant to the Parent Capital Stock or Voting DebtRights Plan, (iv) there are no outstanding contractual obligations of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stockCommon Shares, membership interests, partnership interests, joint venture interests or other equity interests of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Parent Equity Plan). Except as set forth on Section 5.3(f) of the Parent Disclosure Letter, none of Parent, or (v) subscriptionsParent Operating Partnership, optionsREIT Merger Sub, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent Partnership Merger Sub or any other Parent Subsidiary of Parent is a party to or, to the knowledge of Parent, bound by any agreements or by which it is bound, in any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to understandings concerning the voting of any shares capital stock or other equity interests of Parent, REIT Merger Sub, Partnership Merger Sub or any of the other Parent Capital StockSubsidiaries. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (eg) All dividends or other distributions on the shares of Parent Capital Stock Common Shares, Parent Preferred Stock, Parent Partnership Units and any material dividends or other distributions on any securities of any Parent Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared publicly announced and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 200,000,000 shares of Parent Common Stock and (ii) 50,000,000 15,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”). At the close of business on September 30November 16, 20202018: (A) 54,175,648 95,618,709 shares of Parent Common Stock were issued and outstanding, including 1,744,145 shares of restricted Parent Common Stock issued pursuant to the Parent Equity Plan; (B) no 0 shares of Pre-Merger Parent Preferred Common Stock were issued and outstandingtreasury stock; (C) 1,426,426 420,831 shares of Parent Common Stock were reserved for issuance pursuant upon the exercise of outstanding options to the 2012 equity incentive plan of purchase Parent (the “Parent Equity Plan”)Common Stock; and (D) 6,876,540 972,004 shares of Parent Common Stock were reserved for issuance upon the settlement of outstanding time-vesting restricted stock awards in connection with the conversion respect of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, shares of Parent Common Stock; (E) 386,070 (assuming satisfaction of performance goals at the close target level) or 772,141 (assuming satisfaction of business on September 30, 2020, there are no other performance goals at the maximum level) shares of outstanding Parent Capital Common Stock issued, were reserved for issuance or upon the settlement of outstanding performance-vesting restricted stock award in respect of shares of Parent Common Stock; (F) no shares of Parent Preferred Stock were issued and outstanding; and (G) no shares of Parent Common Stock were reserved for issuance of future awards pursuant to the Parent Equity Plan. (b) All outstanding shares of Parent Capital Common Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) been duly authorized, are validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights and (ii) rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable state securities Laws and federal securities Laws, the MGCL other applicable Law and the Organizational Documents of Parent(ii) all requirements set forth in applicable contracts. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, rights and (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and All outstanding shares of capital stock of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect wholly owned Subsidiary of Parent, have been duly authorized, are validly issued, fully paid and non-assessable and are not subject to preemptive rights and are free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020Encumbrances, except for Permitted Encumbrances. Except as set forth in this Section 5.2, and except for changes since September 30November 16, 2020 2018 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)6.2 or the exercise of stock options (and the issuance of shares thereunder) or settlement of equity awards, in each case, outstanding as of such date, there are no outstanding: (i) no shares of Parent Capital Stockcapital stock, (ii) no Voting Debt, Debt or other voting or equity securities of Parent; (iii) no options, subscriptions. warrants, calls, rights (including preemptive rights) to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or other voting or equity securities of Parent or any Subsidiary of Parent securities convertible into or exchangeable or exercisable for shares capital stock of Parent Capital Stock or Voting Debtother voting or equity securities of Parent, (iv) contractual obligations no equity appreciation, phantom equity, stock unit, profit participation, cash-settled equity equivalents or awards, equity-based performance (including of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests the type set forth in the previous sentence) or other equity interests similar rights in respect of any Subsidiary capital stock of Parent, or and (v) subscriptions, options, warrants, calls, puts, rights of first refusal or no other rights (including preemptive 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 bound that would (A) obligate Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, capital stock or any Voting Debt or other voting or equity securities of Parent or any of its Subsidiaries, or (B) obligate Parent or any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There Other than the Voting Agreements, there are no stockholder 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 of the capital stock of Parent. Parent Capital Stock. has no (di) As material joint venture or other similar material equity interests in any Person other than its Subsidiaries or (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries. The authorized capital stock of the date Merger Sub 1 consists of this Agreement100 shares of common stock, par value $0.01 per share, all of the outstanding limited liability company interests of Merger Sub which shares are validly issued, fully paid and nonassessable and are wholly owned by Parent. All of the limited liability company interests of Merger Sub 2 are owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (ia) 500,000,000 475,000,000 shares of Parent Common Stock and (iib) 50,000,000 10,000,000 shares of preferred stock, par value $1.00 per share (“Parent Preferred Stock”). At the close of business on September 30May 13, 20202016: (Ai) 54,175,648 169,747,995 shares of Parent Common Stock were issued and outstanding, which includes undistributed shares of Parent Common Stock held in the Parent’s Amended and Restated 2004 Deferred Compensation Plan for Directors and Select Employees; and (Bii) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (Ciii) 1,426,426 an aggregate of 5,135,291 shares of Parent Common Stock were reserved available for issuance future equity award grants pursuant to the 2012 equity incentive plan of Parent Parent’s Amended and Restated 2005 Equity-Based Incentive Compensation Plan (the “2005 Parent Equity Plan”); and (Div) 6,876,540 there was no Voting Debt. As of May 13, 2016: (i) unvested equity awards (consisting of, restricted stock units and performance share units) in the aggregate amount of 1,479,987 shares of Parent Common Stock were reserved for issuance in connection held by the Parent’s directors, officers and other employees pursuant to the 2005 Parent Plan; and (ii) 1,379,173 stock appreciation rights with a weighted average strike price of $64.79 were outstanding (such stock appreciation rights being anti-dilutive as of the conversion of 7.00% convertible senior notes due 2023date hereof). Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Common Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parentrights. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been, (B) free and clear of any Liens the Parent Common Stock to be issued pursuant to this Agreement, when issued, will be, issued and (C) issued granted in compliance in all material respects with (1i) applicable securities Laws and other applicable Law and (2ii) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all As of the issued close of business on May 13, 2016, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect wholly-owned Subsidiary of Parent, are free and clear of all LiensEncumbrances, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except Encumbrances. Except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i1) no shares of Parent Capital Stockcapital stock, Voting Debt or other voting securities of Parent; (ii2) Voting Debt, (iii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests Voting Debt or other equity interests of any Subsidiary voting securities of Parent, or and (v3) subscriptions, no options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, bound in any case, case obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or (B) any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There Other than the Voting Agreement, there are no not any stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of the capital stock of Parent Capital Stock. (d) or the Company. As of the date of this Agreement, all Parent has no (x) material joint venture or other similar material equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2 of the outstanding limited liability company interests Parent Disclosure Letter. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $.01 per share, all of which shares are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (ai) The authorized equity interests of Parent consist of common units representing limited partner interests in Parent (“Parent Common Units”), Class D Units representing limited partner interests in Parent (“Parent Class D Units”) and a general partner interest in Parent (“Parent General Partner Interest”). At the close of business on September 25, 2015 (the “Parent Capitalization Date”), (i) 1,044,764,836 Parent Common Units were issued and outstanding, of which 5,776,462 consisted of Parent Restricted Units, (ii) 2,156,000 Parent Class D Units were issued and outstanding and (iii) there was an approximate 0.2576% Parent General Partner Interest. Except as set forth above, at the close of business on the Parent Capitalization Date, no equity securities or other voting securities of Parent were issued or outstanding. Since the Parent Capitalization Date to the date of this Agreement, (x) there have been no issuances by Parent of equity securities or other voting securities of Parent, other than the conversion of Parent Class D Units outstanding as of the Parent Capitalization Date and (y) there have been no issuances by Parent of options, warrants, other rights to acquire equity securities of Parent or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Parent Common Units. All outstanding Parent Common Units are, and all such Parent Common Units that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid (to the extent required by the Parent Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17‑607 and 17-804 of the DRULPA) and not subject to preemptive rights. (ii) The authorized equity interests of ETP consist of common units representing limited partner interests in ETP (“ETP Common Units”), Class E Units representing limited partner interests in ETP (“ETP Class E Units”), Class G Units representing limited partner interests in ETP (“ETP Class G Units”), Class H Units representing limited partner interests in ETP (“ETP Class H Units”), Class I Units representing limited partner interests in ETP (the “ETP Class I Units”), the Incentive Distribution Rights (as defined in the ETP Partnership Agreement, the “ETP IDRs”) and a general partner interest in ETP (“ETP General Partner Interest”). As of the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of ETP consisted of (1) 8,853,832 ETP Class E Units, (2) 90,706,000 ETP Class G Units, (3) 81,001,069 ETP Class H Units, (4) the ETP Class I Units, (5) 495,421,664 ETP Common Units, (6) the ETP IDRs and (7) an approximate 1% ETP General Partner Interest. As of the Parent Capitalization Date, 3,838,321 ETP Common Units were issuable pursuant to employee and director equity plans of ETP. The authorized equity interests of SXL consist of common units representing limited partner interests in SXL (“SXL Common Units”), the Incentive Distribution Rights (as defined in the SXL Partnership Agreement, the “SXL IDRs”) and a general partner interest in SXL (“SXL General Partner Interest”). As of the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of SXL consisted of (x) 259,220,261 SXL Common Units, (y) the SXL IDRs and (z) an approximate 1.67% SXL General Partner Interest. As of the Parent Capitalization Date, 668,821 SXL Common Units were issuable pursuant to employee and director equity plans of SXL. All outstanding equity securities of ETP and SXL are, and all such securities that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid (to the extent required by the ETP Partnership Agreement or SXL Partnership Agreement, as applicable) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17‑607 and 17-804 of the DRULPA) and not subject to preemptive rights. (iii) No Subsidiary of Parent owns any equity securities of Parent. There are no bonds, debentures, notes or other indebtedness of Parent that give the holders thereof the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Units may vote (“Voting Parent Debt”). There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interests of Parent or any of its Subsidiaries. Except for any obligations pursuant to this Agreement or as otherwise set forth above, as of the Parent Capitalization Date, there are no options, warrants, rights (including preemptive, conversion, stock appreciation, redemption or repurchase rights), convertible 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 (1) obligating Parent or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity securities or other securities of, or equity interests in, or any security convertible or exchangeable for any equity securities or other security of, or equity interest in, Parent or of any of its Subsidiaries or any Voting Parent Debt, (2) obligating Parent or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking, (3) that give any person the right to subscribe for or acquire any securities of Parent or any of its Subsidiaries (including preemptive and anti-dilution rights), or to receive any economic interest of a nature accruing to the holders of Parent Common Units or otherwise based on the performance or value of equity securities of Parent or any of its Subsidiaries, or (4) obligating Parent or any of its Subsidiaries to provide a material amount of funds to, or make any material investments in (in the form of a loan, capital contribution or otherwise), any person. As of the date of this Agreement, the authorized capital stock there are no outstanding obligations of Parent consists or any of (i) 500,000,000 shares its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities, other than pursuant to the Parent Equity Plan, or options, warrants or other rights to acquire equity securities of Parent or any such Subsidiary other than as described above. (iv) The TopCo Common Stock and (ii) 50,000,000 shares of Parent Preferred Stock. At Shares to be issued pursuant to the close of business on September 30, 2020: Merger in accordance with Article II (A) 54,175,648 shares of Parent Common Stock were issued and outstanding; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to will be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid (to the extent required by the limited partnership agreement of TopCo) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17‑607 and are 17-804 of the DRULPA), (B) will not be subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Lawscreated by statute, the MGCL and the Organizational Documents organizational documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent TopCo or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements Contract to which Parent TopCo or any Subsidiary of Parent is a party or by which it is bound, in any case(C) will, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be when issued, delivered, transferred, sold, purchased, redeemed be registered under the Securities Act and the Exchange Act and registered or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or exempt from registration under applicable “blue sky” Laws and (BD) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions will be approved for listing on the shares New York Stock Exchange, subject to official notice of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared issuance, prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)Effective Time.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 shares of Parent Common Stock and (ii) 50,000,000 shares of Parent Preferred Stock. At the close of business on September 30February 22, 20202023: (A) 54,175,648 110,732,368 shares of Parent Common Stock were issued and outstanding; (B) no 334,678 shares of Pre-Merger Parent Series C Preferred Stock were issued and outstanding and 4,600,000 shares of Parent Series E Preferred Stock were issued and outstanding; (C) 1,426,426 3,374,114 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 2013 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 7,589,080 shares of Parent Common Stock were reserved for issuance in connection with the conversion of Parent’s 7.00% convertible senior notes due 20232023 (the “Convertible Notes”). Except as set forth in this Section 5.2, at At the close of business on September 30February 22, 2020, there are no other 2023: (1) the conversion rate for the Parent Series C Preferred Stock equaled 1.2368 shares of outstanding Parent Capital Common Stock issued, reserved per $25.00 liquidation preference of the Parent Series C Preferred Stock; and (2) the conversion rate for issuance the Convertible Notes equaled 1.6498 shares of Parent Common Stock per $25.00 principal amount of the Convertible Notes. There have not been any events that have or outstandingwill result in an adjustment to the conversion rate on the Convertible Notes or the Parent Series C Preferred Stock. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Common Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The issued and outstanding shares of capital stock of, or other equity interests in, the Subsidiaries of Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent ownsthat are owned, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, by Parent are so owned free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30February 22, 20202023, except as set forth in this Section 5.2, and except for changes since September 30February 22, 2020 2023, resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, issued and fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable). As of the date hereof, Parent has paid all dividends on the issued and outstanding Parent Preferred Stock with respect to prior quarterly periods during which such stock has been outstanding such that there are no dividends that have cumulated on the Parent Preferred Stock as of the date hereof for prior quarters.

Capital Structure. (ai) As of the date of this Agreement, the authorized capital stock of Parent consists of (iA) 500,000,000 14,000,000,000 shares of Parent Common Stock and (ii) 50,000,000 shares Stock, of Parent Preferred Stock. At the close of business on September 30, 2020: (A) 54,175,648 which 5,190,509,146 shares of Parent Common Stock were issued and outstanding; outstanding as of the close of business on May 15, 2014, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Pre-Merger Parent Preferred Stock are issued and outstanding as of the date of this Agreement and no other shares of Parent Common Stock or shares of Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares outstanding on such date. All of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(i) of the Parent Disclosure Letter contains a correct and complete list as of May 15, 2014 of (x) the outstanding number of options to be issued purchase Parent Common Stock (each, a “Parent Option”) pursuant to certain of Parent’s compensation and benefit plans (such compensation and benefit plans, the “Parent Stock Plans”) and (y) the outstanding number of rights to receive Parent Common Stock (pursuant to deferred shares, performance shares and restricted stock units) under the Parent Stock Plans (each a “Parent Common Stock Unit”). From May 15, 2014 to the execution of this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and Parent has not subject issued any Parent Common Stock except pursuant to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (Parent Options and the issuance settlement of shares thereunder)Parent Common Stock Units outstanding on May 15, or stock grants or other awards granted 2014 in accordance with Section 6.2(b)(ii)their terms and, there are no outstanding: (i) shares of Parent Capital Stocksince May 15, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating 2014 to the voting execution of this Agreement, Parent has not issued any shares of Parent Capital Stock. (d) Options or Parent Common Stock Units. As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub there are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends no preemptive or other distributions on the outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of Parent Capital Stock and any material dividends capital stock or other distributions equity 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 from Parent or any of its Subsidiaries, any equity securities of Parent, and no securities or obligations of Parent or any of its Subsidiaries evidencing such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)matter.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 1,500,000,000 shares of Parent Common Stock and (ii) 50,000,000 10,000,000 shares of preferred stock, par value $0.001 per share ("Parent Preferred Stock"). At the close of business on September 30, 2020: 2003, (Ai) 54,175,648 589,645,080 shares of Parent Common Stock were issued and outstanding; , (Bii) no shares of Pre-Merger Parent Preferred Common Stock were issued and outstanding; held by Parent in its treasury, (Ciii) 1,426,426 137,986,873 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan 2002 Stock Incentive Plan, as amended, the 1987 Supplemental Stock Option Plan and the 1993 Qualified Employee Stock Purchase Plan, as amended (collectively, the "Parent Stock Plans") (of Parent (the “Parent Equity Plan”); and (D) 6,876,540 which 85,925,216 shares of Parent Common Stock were reserved for issuance in connection with subject to outstanding options to purchase shares of Parent Common Stock granted under the conversion Parent Stock Plans ) and (iv) no shares of 7.00% convertible senior notes due 2023Parent Preferred Stock were issued or outstanding. Except as set forth above in this Section 5.24.02(a), at the close of business on September 30, 20202003, there are no other shares of outstanding capital stock or other voting securities of the Parent Capital Stock were issued, reserved for issuance or outstanding. (b) . All outstanding shares of capital stock of Parent Capital Stock have beenare, and all shares which may be issued (including shares of Parent Capital Common Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or ) will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements . Except as set forth above in this Section 4.02(a), 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 applicable contractsmatters on which stockholders of Parent may vote. (b) The authorized equity interests of Merger Sub consists of 100 membership interests ("Merger Sub Interests"). Parent owns, of record and beneficially, directly or indirectly, all All of the issued and outstanding shares of capital stock of the Subsidiaries of Merger Sub Interests are owned by Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options . Merger Sub does not have issued or outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, subscriptions, calls, putsrights, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting convertible securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of commitments obligating Merger Sub are validly issuedto issue, fully paid and nonassessable and are wholly owned by transfer or sell any Merger Sub Interests to any person, other than Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 150,000,000 shares of Common Stock, $0.001 par value, of which there were 64,555,439 shares issued and 64,013,640 shares outstanding as of the close of business on January 31, 2004, and (ii) 1,000,000 shares of Preferred Stock, $0.001 par value, of which none of the shares were issued and outstanding as of the close of business on the Execution Date. There are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities, other than pursuant to the exercise of options outstanding as of such date under the Parent Amended and Restated 1993 Stock Option Plan (“1993 Plan”) and Supplemental Stock Option Plan (collectively, the “Parent Stock Option Plans”), and the Parent Amended and Restated Employee Stock Purchase Plan (the “Parent ESPP”). The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, $0.001 par value, all of which are issued and outstanding and held by Parent. The shares of Parent Common Stock and (ii) 50,000,000 shares of Parent Preferred Stock. At Non-Voting Convertible Stock to be issued in the close of business on September 30Merger will be duly authorized, 2020: (A) 54,175,648 shares of Parent Common Stock were issued and outstanding; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock validly issued, reserved for issuance or outstandingfully paid and nonassessable. (b) All outstanding shares of Parent Capital Common Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Lawsor rights of first refusal created by statute, the MGCL and the Organizational Documents Certificate of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly Incorporation or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities Bylaws of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements agreement to which Parent or any Subsidiary of Parent is a party or by which it is bound. As of the close of business on January 31, in any case2004, obligating Parent or any Subsidiary of Parent to has reserved (Ai) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional 22,224,060 shares of Parent Capital StockCommon Stock for issuance to directors, any Voting Debt or other voting securities officers, employees and consultants pursuant to the Parent 1993 Plan, of which 7,449,092 shares have been issued pursuant to option exercises, 11,570,368 shares are subject to outstanding, unexercised options, and 3,204,600 shares are available for issuance thereunder; and (ii) 1,500,000 shares of Parent Common Stock for issuance to employees and consultants pursuant to the Parent Supplemental Stock Option Plan, of which 33,403 shares have been issued pursuant to option exercises, 1,297,888 shares are subject to outstanding, unexercised options, and 168,709 remain available for future option grants and issuances thereunder; and (iii) 2,783,688 shares of Parent Common Stock for issuance to officers and employees pursuant to the Parent ESPP, of which 2,058,265 shares have been issued. On the Execution Date, except for (i) the rights created pursuant to this Agreement, the Parent Stock Option Plans, and the Parent ESPP and (ii) Parent’s right to repurchase any unvested shares under the Parent Stock Option Plans or (B) grantthe stock option agreements thereunder, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There there are no stockholder agreementsother options, voting trusts warrants, calls, rights, commitments or other agreements of any character to which Parent is a party or by which it is bound relating obligating Parent to the voting of issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Parent Capital StockCommon Stock or obligating Parent to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 800,000,000 shares of Parent Common Stock and (ii) 50,000,000 100,000,000 shares of Parent’s serial preferred stock par value $0.01 per share (the “Parent Preferred Stock”). At the close of business on September 30November 28, 2020: 2014, (Ai) 54,175,648 436,561,032 shares of Parent Common Stock were issued and outstanding; , (Bii) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; , (Ciii) 1,426,426 no shares of Parent Common Stock were held by Parent in its treasury, (iv) 1,174,506 shares of Parent Common Stock were held by the Parent Employee Stock Ownership Plan and (v) an aggregate of 15,816,347 shares of Parent Common Stock were reserved or available for issuance pursuant to the 2012 equity incentive plan Parent Stock Plans, of Parent which (the “Parent Equity Plan”); and (DA) 6,876,540 2,903,435 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2subject to options to purchase Parent Common Stock, at the close of business on September 30, 2020, there are no other (B) 262,818 shares of outstanding Parent Capital Common Stock issuedwere subject to vested and unvested awards wherein the issuance of such shares of Parent Common Stock has been deferred or otherwise not yet occurred as of November 28, reserved 2014 and (C) 2,287,824 shares of Parent Common Stock were subject to performance share awards for issuance or outstandingParent Common Stock (assuming satisfaction of any performance vesting conditions at maximum levels). (b) All outstanding shares of Parent Capital Common Stock have beenare, and all shares of Parent Capital Common Stock to that may be issued in connection with upon the Merger, when so issued in accordance with the terms exercise of this Agreement, are or options to purchase Parent Common Stock will be, as applicablewhen issued, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive rights and right, subscription right or any similar right under any provision of the Florida Business Corporations Act (ii) issued and granted in compliance in all material respects with applicable state and federal securities Lawsthe “FBCA”), the MGCL and Parent Articles, the Organizational Documents of ParentParent Bylaws or any Contract to which Parent is a party or otherwise bound. The shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreementconstituting the Merger Consideration will be, when issued, will be (A) 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 FBCA, the Parent Articles, the Parent Bylaws or any Contract to preemptive rightswhich Parent is a party or otherwise bound. Except as set forth above in this Section 4.03 or pursuant to the terms of this Agreement, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (Bx) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), Parent or stock grants any Parent Subsidiary or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) any securities of Parent or any Parent Subsidiary of Parent convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, Parent Capital Stock or Voting Debtany Parent Subsidiary, (ivy) contractual any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, or any other obligation of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary or (z) any rights issued by or other obligations of Parent or any Parent Subsidiary that are linked in any way to the price of any class of Parent Common Stock or any shares of capital stock of any Parent Subsidiary, the value of Parent, any Parent Subsidiary or any part of Parent or any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Parent or any Parent Subsidiary. Except pursuant to the Parent Stock Plans, there are not any outstanding obligations of Parent or any of the Parent Subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock capital stock or capital stock, membership interests, partnership interests, joint venture interests voting securities or other equity interests of Parent or any Parent Subsidiary of Parentor any securities, or (v) subscriptions, optionsinterests, warrants, calls, puts, rights of first refusal options or other rights referred to in clause (including preemptive rightsx), commitments (y) or agreements to which (z) of the immediately preceding sentence. Neither Parent or nor any Subsidiary of the Parent Subsidiaries is a party or by which it is bound, in to any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating agreement with respect to the voting of any shares of Parent Capital Stock. (d) As of the date of capital stock or voting securities of, or other equity interests in, Parent. Except for this Agreement, all neither Parent nor any of the outstanding limited liability company interests of Merger Sub are validly issuedParent Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends designate or other distributions on the shares nominate any director of Parent Capital Stock and or any material dividends or other distributions on any securities of any Subsidiary of the Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)Subsidiaries.

Capital Structure. (a) As of the date of this Agreement, the authorized share capital stock of Parent consists of (i) 500,000,000 shares unlimited number of Parent Common Stock Shares and (ii) 50,000,000 shares unlimited number of Senior Preferred Shares, without par value (the “Senior Preferred Shares”) and unlimited number of Junior Preferred Shares, without par value, (the “Junior Preferred Shares” and together, with the Senior Preferred Shares, collectively, the “Parent Preferred StockShares” and, together with the Parent Common Shares, the “Parent Capital Shares”). At the close of business on September 30, 2020the Measurement Date: (A) 54,175,648 shares of 110,872,179 Parent Common Stock Shares were issued and outstanding and (B) no Parent Preferred Shares were issued and outstanding; . Since the Measurement Date until the date of this Agreement, Parent has not issued any securities (Bincluding derivative securities) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of except for Parent Common Stock were reserved for issuance pursuant to Shares issued upon exercise or settlement of awards under the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock Plans as were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, outstanding at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstandingthe Measurement Date. (b) All outstanding shares At the close of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with business on the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicableMeasurement Date, (i) duly authorized, validly issued, fully paid and nonassessable and are not there were (a) 78,513.20 Parent Common Shares subject to preemptive rights outstanding Parent RSU Awards, (b) 759,874.67 Parent Common Shares subject to outstanding Parent PSU Awards, assuming target achievement, (c) 126,328.17 Parent Common Shares subject to outstanding Parent DSU Awards and (d) 3,845,645 Parent Common Shares subject to Parent Option Awards; (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The no Parent Common Stock and Parent Preferred Stock to be issued Shares remain available for issuance pursuant to this Agreement, when issued, will be Parent’s Amended and Restated Long Term Incentive Plan; (Aiii) validly issued, fully paid and nonassessable and not subject 97,943.88 Parent Common Shares remain available for issuance pursuant to preemptive rights, (B) free and clear of any Liens the Parent ESPP; and (Civ) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. 9,935,637 Parent owns, of record and beneficially, directly or indirectly, all of Common Shares remain available for issuance pursuant to the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted LiensParent Equity Plans. (c) As Except as set forth in Section 5.2(a) and Section 5.2(b), pursuant to the Parent Shareholder Rights Agreement, rights of holders of Parent equity awards to receive dividend equivalents, and for changes since the close of business on September 30, 2020, except as set forth in this the Measurement Date permitted under Section 5.2, and except for changes since September 30, 2020 resulting from 6.2(b)(i) (including the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(iiintroductory paragraph thereto), there are no outstanding: (i) shares of no Parent Capital Stock, Shares or any Voting Debt or other voting securities of or ownership interests in Parent; (ii) Voting Debt, (iii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Shares, Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests Debt or other equity interests voting securities of any Subsidiary of or ownership interest in Parent, or ; and (viii) subscriptionsno restricted shares, options, warrants, subscriptions, calls, puts, rights of first refusal or other rights (including preemptive preemptive, anti-dilution and appreciation rights), phantom stock, commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, bound in any case, case obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, Shares or any Voting Debt or other voting securities of or ownership interests in Parent, or obligating Parent or (B) any Subsidiary of Parent to grant, extend or enter into any such subscriptionrestricted share, option, warrant, subscription, call, putright, right of first refusal or other similar rightphantom stock, commitment or agreement. (d) All outstanding Parent Capital Shares have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. There The Parent Common Shares to be issued as Share Consideration pursuant to this Agreement, when issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and not subject to preemptive rights or Encumbrances (other than any Encumbrances under applicable securities Laws). All outstanding Parent Capital Shares have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable Contracts (including the Parent Equity Plans and the Parent ESPP). 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 and (B) all requirements set forth in applicable Contracts to which Parent is a party. As of the date hereof, there are no stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it any of them is bound relating to the voting of any shares of capital stock or other equity interest of Parent or any of its Subsidiaries. As of the date hereof, neither Parent nor any of its Subsidiaries are party to any Contract requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to, any Parent Capital StockShares or any common shares or other equity interests in any of the Subsidiaries of Parent. No Subsidiary of Parent owns any Parent Common Shares or any other Parent Capital Shares. (de) As of the date of this Agreement, all neither Parent nor any of its Subsidiaries has (i) any interests in a joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (ii) any obligations, whether contingent or otherwise, to consummate any additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(e) of the Parent Disclosure Letter. All outstanding limited liability company shares of capital stock or other equity interests of Merger Sub the Subsidiaries of Parent are owned by 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 are wholly owned by Parentnonassessable. (ef) All dividends or other distributions on the shares As of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid of this Agreement, (i) US Holdings owns all of the outstanding equity interests in full each of Merger Sub 1 and Merger Sub 2 and (except ii) Parent directly owns 83.6% of the outstanding equity interests in US Holdings and R▇▇▇▇▇▇ Bros. Auctioneers (Canada) Ltd., an indirect wholly-owned subsidiary of Parent, owns 16.4% of the outstanding equity interests in US Holdings, all of which are voting interests. There are no other outstanding ownership interests (including options, warrants, convertible securities or any other rights to the extent such dividends have been declared and are not yet due and payable)acquire ownership interests) in US Holdings.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 300,000,000 shares of Parent Common Stock and (ii) 50,000,000 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Stock”). At the close of business on September 30February 24, 2020: 2011, (Ai) 54,175,648 162,920,669 shares of Parent Common Stock were issued and outstanding; , (Bii) 50,966 shares of Parent Common Stock were held by Parent in its treasury, (iii) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; , (Civ) 1,426,426 24,172,074 shares of Parent Common Stock were reserved for issuance under Parent’s Distribution Reinvestment and Stock Purchase Plan, 5,257,637 shares of Parent Common Stock were reserved for future issuance or grant under the Parent Benefit Plans, 1,987,878 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding options, and 71,848 shares of Parent Common Stock were reserved for conversion or settlement of outstanding stock units under the Parent Benefit Plans, (v) 1,819,582 shares of Parent Common Stock were reserved for issuance upon conversion of Parent’s convertible senior notes due 2011, and (vi) 24,958,543 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); Atria Agreement. All issued and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of the capital stock of Parent Capital Stock have beenare duly authorized, validly issued, fully paid and non-assessable, and all shares of Parent Capital Common Stock to be issued in connection with as the MergerMerger Consideration or as Stock Award Payments, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) be duly authorized, validly issued, fully paid and nonassessable non-assessable. No class of capital stock 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 Parent Common Stock may vote. (b) At the close of business on February 24, 2011, all of the Merger Sub Interests were owned by Parent. All of the Merger Sub Interests are duly authorized and validly issued, and are not subject entitled to preemptive rights and rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (iior convertible into, or exchangeable for, securities having the right to vote) issued and granted in compliance in all material respects with applicable state and federal securities Lawson any matter on which holders of Merger Sub Interests may vote. (c) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued nonassessable. All equity interests in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all each of the issued Parent Subsidiaries that is a partnership or limited liability company are duly authorized and outstanding validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries which may be issued upon exercise of Parentoutstanding options or exchange rights are duly authorized and, free upon issuance will be validly issued, fully paid and clear of all Liens, other than Permitted Liensnonassessable. (cd) As of the close of business on September 30, 2020, except Except as set forth in this Section 5.25.3, and except for changes since September 30, 2020 resulting from as of the exercise date of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)this Agreement, there are no outstanding: (i) securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Merger Sub or any 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 or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Capital StockStock or Merger Sub Interests or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, (ii) Voting Debt, (iii) securities of Parent Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of Parent convertible into first refusal, arrangement or exchangeable or exercisable for shares undertaking. As of Parent Capital Stock or Voting Debtthe date of this Agreement, (iv) there are no outstanding contractual obligations of Parent Parent, Merger Sub or any other Parent Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stockStock, membership interests, partnership interests, joint venture interests or 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 Plans). Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or, to the knowledge of Parent, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, equity interests in any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parentother Parent Subsidiaries. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Parent Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared publicly announced and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 120,000,000 shares of Parent Common Stock (the “Parent Stock”) and (ii) 50,000,000 shares 30,000,000 of Parent Preferred Stockexcess stock, par value $0.001 per share. At the close of business on September 303, 2020: 2013, (Ai) 54,175,648 68,571,617 shares of Parent Common Stock were issued and outstanding; , (Bii) no shares of Pre-Merger Parent Preferred Common Stock were issued held by Parent in its treasury, and outstanding; (Ciii) 1,426,426 471,034 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan under Parent’s Distribution Reinvestment and Stock Purchase Plan, 911,610 shares of Parent (Common Stock were reserved for future issuance or grant under the “Parent Equity Plan”); and (D) 6,876,540 Benefit Plans, 1,850,000 shares of Parent Common Stock were reserved for issuance in connection with the conversion upon exercise of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2outstanding options, at the close of business on September 30, 2020, there are no other and 535,751 shares of outstanding Parent Capital Common Stock issued, were reserved for issuance conversion or outstanding. (b) settlement of outstanding stock units under the Parent Benefit Plans. All issued and outstanding shares of the capital stock of Parent Capital Stock have beenare, and all shares of Parent Capital Common Stock reserved for issuance as noted above, shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights, and all shares of Parent Common Stock to be issued in connection with as the MergerMerger 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, non-assessable and free of preemptive rights. There are no outstanding bonds, debentures, notes or will beother 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 matter on which holders of shares of Parent Common Stock or other equity holders of such Parent Subsidiary may vote. (b) Parent is a limited partner of, and Parent’s direct wholly owned subsidiary is the sole general partner of, Parent LP. Section 5.3(b) of the Parent Disclosure Letter sets forth, as applicableof the date hereof, the name of, and the number and class of partnership interests held by, each partner in Parent LP. (ic) All of the Merger Sub Interests are owned directly or indirectly by Parent LP. All of the Merger Sub Interests are duly authorized and validly issued, and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub 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 Interests may vote. (d) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and are not subject to preemptive rights and validly issued. All shares of capital stock of (iior other ownership interests in) issued and granted in compliance in all material respects with applicable state and federal securities Laws, each of the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to Subsidiaries which may be issued pursuant to this Agreementupon exercise of outstanding options or exchange rights are duly authorized and, when issued, upon issuance will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liensnonassessable. (ce) As of the close of business on September 30, 2020, except Except as set forth in this Section 5.25.3(e) of the Parent Disclosure Letter, and except for changes since September 30, 2020 resulting from as of the exercise date of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)this Agreement, there are no outstanding: (i) securities, options, warrants, calls, rights, commitments, agreements, rights of first refusal, arrangements or undertakings of any kind to which Parent, Parent LP, Merger Sub or any other Parent Subsidiary is a party or by which any of them is bound, obligating Parent, Parent LP, Merger Sub or any other Parent Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Parent Capital StockStock or Merger Sub Interests or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity interest of Parent, (ii) Voting DebtParent LP, (iii) securities of Parent Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Parent LP, Merger Sub or any other Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of Parent convertible into first refusal, arrangement or exchangeable or exercisable for shares undertaking. As of Parent Capital Stock or Voting Debtthe date of this Agreement, (iv) there are no outstanding contractual obligations of Parent, Parent LP, Merger Sub or any other Parent Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stockStock, membership interests, partnership interests, joint venture interests or other equity interests of Parent, Parent LP, 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, Parent LP, Merger Sub nor any other Parent Subsidiary is a party to or, to the knowledge of Parent, bound by any agreements or understandings concerning the voting of any Merger Sub Interests or capital stock of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, equity interests in any case, obligating of the other Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital StockSubsidiaries. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (ef) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Parent Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared publicly announced and are not yet due and payable).

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of Parent MVT Corp. consists of (i) 500,000,000 1,000 shares of Parent MVT Common Stock Stock, all of which are, as of the date hereof, and (ii) 50,000,000 shares of Parent Preferred Stock. At the close of business on September 30, 2020: (A) 54,175,648 shares of Parent Common Stock were issued and outstanding; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of Parent Common Stock were reserved for issuance pursuant at all times prior to the 2012 equity incentive plan MVT Distribution Time will be, owned of Parent (record and beneficially by a member of the “Parent Equity Plan”); MI Group or the MVT Group free and (D) 6,876,540 shares clear of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023any Liens. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there There are no other shares of outstanding Parent Capital Stock issued, reserved for issuance capital stock or other equity securities of MVT Corp. that are authorized or outstanding. (b) All . Immediately following the MVT Distribution all of the outstanding shares of Parent Capital MVT Common Stock have beenwill be owned of record and beneficially by MVT Holding, and all no shares of Parent Capital MVT Common Stock to will be held by MVT Corp. in its treasury. All issued in connection with the Merger, when so issued in accordance with the terms and outstanding shares of this Agreement, MVT Common Stock are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable (subject to the personal liability which may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL for debts incurred prior to June 14, 2006 (for debts incurred on or after such date, Section 180.0622(2)(b) of the WBCL has been repealed) owing to employees for services performed, but not exceeding six months’ service in any one case), and the shares of MVT Common Stock are not subject entitled to preemptive rights and rights. (ii) No bonds, debentures, notes or other indebtedness of MVT Corp. having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which shareholders of MVT Corp. may vote (“MVT Voting Debt”) are issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL or outstanding. (iii) Except as contemplated by this Agreement and the Organizational Documents Transaction Agreements, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of Parent. The Parent Common Stock and Parent Preferred Stock any kind to which MVT Corp. or any of its Subsidiaries is a party or by which any of them is bound obligating MVT Corp. or any of its Subsidiaries to issue, deliver or sell, or cause to be issued pursuant to this Agreement, when issued, will be (A) validly issueddelivered or sold, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding additional shares of capital stock of the MVT Corp. or any of its Subsidiaries, MVT Voting Debt, MVT Common Stock or other voting securities of MVT Corp. or any of its Subsidiaries or obligating MVT Corp. or any of Parentits Subsidiaries to issue, free and clear of all Liensgrant, other than Permitted Liens. (c) As of the close of business on September 30extend or enter into any such security, 2020option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no, except as set forth provided for in or permitted by this Section 5.2Agreement or the Transaction Agreements, and except for changes since September 30, 2020 resulting from the exercise outstanding obligations of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent MVT Corp. or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests stock of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent MVT Corp. or any Subsidiary of Parent is a party or by which it is boundits Subsidiaries. (iv) Other than the Contracts contemplated to effect the Transactions, in any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There there are no stockholder shareholder agreements, voting trusts or other agreements Contracts to which Parent MVT Corp. is a party or by which it is bound relating to the voting or transfer of any shares of Parent Capital Stock. (d) As capital stock of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).MVT Corp.

Capital Structure. (ai) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (i) 500,000,000 750,000,000 shares of Parent Common Stock and (ii) 50,000,000 Stock, 384,046,000 shares of Excess Stock, par value $0.01 per share, of Parent, and 7,054,000 shares of Preferred Stock, par value $1.00 per share, of Parent (“Parent Preferred Stock”). At As of the close of business on September 30April 13, 2020: 2021 (the “Parent Capitalization Date”), (A) 54,175,648 433,448,386 shares of Parent Common Stock were issued and outstanding; outstanding (including 2,729,766 shares of Parent Common Stock underlying Parent Restricted Stock Awards), (B) no 9,000 shares of Pre-Merger Parent 5.125% Class L Cumulative Redeemable Preferred Stock were issued and outstanding; , (C) 1,426,426 10,580 shares of 5.25% Class M Cumulative Redeemable Preferred Stock issued and outstanding, (D) options to purchase 815,755 shares of Parent Common Stock granted under the Parent Equity Plans (each, a “Parent Stock Option”) were outstanding (including 2,250 shares of Parent Common Stock pursuant to Parent Stock Options that have been exercised but not yet settled), (E) Parent RSU Awards relating to 1,459,180 shares of Parent Common Stock were outstanding (assuming, in the case of performance-based Parent RSU Awards, the achievement of maximum performance) and (F) 60,743 shares of Parent Common Stock were reserved for issuance pursuant to upon conversion of partnership units. All the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 outstanding shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding and Parent Capital Preferred Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have beenare, and all shares of Parent Capital Common Stock to that may be issued prior to the Effective Time or in connection with the MergerMerger pursuant to Section 2.1(a) shall be, when so issued in accordance with the respective terms of this Agreementthereof, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights, . (Bii) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements Except as set forth in any applicable contracts. Parent ownsSection 3.2(b)(i), of record and beneficially, directly or indirectly, all as of the issued and outstanding date hereof, (A) Parent does not have any shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, or other equity or voting interests issued or outstanding other than Permitted Liens. (c) As shares of Parent Common Stock that have become outstanding after the close Parent Capitalization Date as a result of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options Parent Stock Options outstanding at such date (as of the Parent Capitalization Date and the issuance settlement of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), Parent RSU Awards outstanding as of the Parent Capitalization Date and (B) there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) outstanding subscriptions, options, warrants, puts, calls, puts, rights of first refusal exchangeable or convertible securities or other rights (including preemptive similar rights), agreements or commitments relating to the issuance of capital stock or agreements other equity or voting interests to which Parent or any Subsidiary of Parent its Subsidiaries is a party or by which it is bound, in any case, otherwise bound obligating Parent or any Subsidiary of Parent to its Subsidiaries to: (A1) issue, deliver, transfer, sell, purchase, redeem transfer or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional sell any shares of Parent Capital Stock, any Voting Debt capital stock or other equity or voting securities interests of Parent or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests (Bin each case other than to Parent or a wholly owned Subsidiary of Parent); (2) grant, extend or enter into any such subscription, option, warrant, put, call, put, right of first refusal exchangeable or convertible securities or other similar right, commitment agreement or agreement. There are no stockholder agreements, voting trusts commitment; (3) redeem or otherwise acquire any such shares of capital stock or other agreements to which Parent is equity or voting interests; or (4) provide a party material amount of funds to, or by which it is bound relating to make a material investment (in the voting form of a loan, capital contribution or otherwise) in, any shares Subsidiary of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are that is not wholly owned by Parent. (eiii) All dividends No Voting Debt of Parent or any of its Subsidiaries is issued or outstanding. (iv) There are no voting trusts or other distributions on agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the shares voting of the capital stock or other equity or voting interest of Parent Capital Stock and or any material dividends of its Subsidiaries, or other distributions on any securities of any Subsidiary of Parent which have been authorized restricting the transfer of, or declared prior to the date hereof have been paid in full (except to the extent providing registration rights with respect to, such dividends have been declared and are not yet due and payable)capital stock or equity interest.

Capital Structure. (ai) The authorized equity interests of Parent consist of common units representing limited partner interests in Parent (“Parent Common Units”), Class D Units representing limited partner interests in Parent (“Parent Class D Units”) and a general partner interest in Parent (“Parent General Partner Interest”). At the close of business on September 25, 2015 (the “Parent Capitalization Date”), (i) 1,044,764,836 Parent Common Units were issued and outstanding, of which 5,776,462 consisted of Parent Restricted Units, (ii) 2,156,000 Parent Class D Units were issued and outstanding and (iii) there was an approximate 0.2576% Parent General Partner Interest. Except as set forth above, at the close of business on the Parent Capitalization Date, no equity securities or other voting securities of Parent were issued or outstanding. Since the Parent Capitalization Date to the date of this Agreement, (x) there have been no issuances by Parent of equity securities or other voting securities of Parent, other than the conversion of Parent Class D Units outstanding as of the Parent Capitalization Date and (y) there have been no issuances by Parent of options, warrants, other rights to acquire equity securities of Parent or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Parent Common Units. All outstanding Parent Common Units are, and all such Parent Common Units that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid (to the extent required by the Parent Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and not subject to preemptive rights. (ii) The authorized equity interests of ETP consist of common units representing limited partner interests in ETP (“ETP Common Units”), Class E Units representing limited partner interests in ETP (“ETP Class E Units”), Class G Units representing limited partner interests in ETP (“ETP Class G Units”), Class H Units representing limited partner interests in ETP (“ETP Class H Units”), Class I Units representing limited partner interests in ETP (the “ETP Class I Units”), the Incentive Distribution Rights (as defined in the ETP Partnership Agreement, the “ETP IDRs”) and a general partner interest in ETP (“ETP General Partner Interest”). As of the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of ETP consisted of (1) 8,853,832 ETP Class E Units, (2) 90,706,000 ETP Class G Units, (3) 81,001,069 ETP Class H Units, (4) the ETP Class I Units, (5) 495,421,664 ETP Common Units, (6) the ETP IDRs and (7) an approximate 1% ETP General Partner Interest. As of the Parent Capitalization Date, 3,838,321 ETP Common Units were issuable pursuant to employee and director equity plans of ETP. The authorized equity interests of SXL consist of common units representing limited partner interests in SXL (“SXL Common Units”), the Incentive Distribution Rights (as defined in the SXL Partnership Agreement, the “SXL IDRs”) and a general partner interest in SXL (“SXL General Partner Interest”). As of the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of SXL consisted of (x) 259,220,261 SXL Common Units, (y) the SXL IDRs and (z) an approximate 1.67% SXL General Partner Interest. As of the Parent Capitalization Date, 668,821 SXL Common Units were issuable pursuant to employee and director equity plans of SXL. All outstanding equity securities of ETP and SXL are, and all such securities that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid (to the extent required by the ETP Partnership Agreement or SXL Partnership Agreement, as applicable) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and not subject to preemptive rights. (iii) No Subsidiary of Parent owns any equity securities of Parent. There are no bonds, debentures, notes or other indebtedness of Parent that give the holders thereof the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Units may vote (“Voting Parent Debt”). There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interests of Parent or any of its Subsidiaries. Except for any obligations pursuant to this Agreement or as otherwise set forth above, as of the Parent Capitalization Date, there are no options, warrants, rights (including preemptive, conversion, stock appreciation, redemption or repurchase rights), convertible 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 (1) obligating Parent or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity securities or other securities of, or equity interests in, or any security convertible or exchangeable for any equity securities or other security of, or equity interest in, Parent or of any of its Subsidiaries or any Voting Parent Debt, (2) obligating Parent or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking, (3) that give any person the right to subscribe for or acquire any securities of Parent or any of its Subsidiaries (including preemptive and anti-dilution rights), or to receive any economic interest of a nature accruing to the holders of Parent Common Units or otherwise based on the performance or value of equity securities of Parent or any of its Subsidiaries, or (4) obligating Parent or any of its Subsidiaries to provide a material amount of funds to, or make any material investments in (in the form of a loan, capital contribution or otherwise), any person. As of the date of this Agreement, the authorized capital stock there are no outstanding obligations of Parent consists or any of (i) 500,000,000 shares its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities, other than pursuant to the Parent Equity Plan, or options, warrants or other rights to acquire equity securities of Parent or any such Subsidiary other than as described above. (iv) The TopCo Common Stock and (ii) 50,000,000 shares of Parent Preferred Stock. At Shares to be issued pursuant to the close of business on September 30, 2020: Merger in accordance with Article II (A) 54,175,648 shares of Parent Common Stock were issued and outstanding; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to will be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid (to the extent required by the limited partnership agreement of TopCo) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and are 17-804 of the DRULPA), (B) will not be subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Lawscreated by statute, the MGCL and the Organizational Documents organizational documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent TopCo or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements Contract to which Parent TopCo or any Subsidiary of Parent is a party or by which it is bound, in any case(C) will, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be when issued, delivered, transferred, sold, purchased, redeemed be registered under the Securities Act and the Exchange Act and registered or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or exempt from registration under applicable “blue sky” Laws and (BD) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions will be approved for listing on the shares New York Stock Exchange, subject to official notice of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared issuance, prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)Effective Time.

Capital Structure. (a) As of the date of this Agreementhereof, the authorized capital stock of the Parent consists of (i) 500,000,000 100,000,000 shares of Parent Common Stock, (ii) 100,000,000 shares of Class B common stock, $0.001 par value (the “Parent Class B Common Stock”) and (iii) 100,000,000 shares of preferred stock, $0.001 par value (the “Parent Preferred Stock”). As of the date hereof, (A) (w) 2,500,000 shares of Parent Common Stock are issued and outstanding, (x) 24,000,000 shares of Parent Class B Common Stock are issued and outstanding, (y) no shares of Parent Preferred Stock are issued and outstanding, and (z) no other shares of capital stock are issued and outstanding, and (B) no shares of capital stock are held in treasury or owned by a Subsidiary of Parent. All of the Parent Class B Common Stock is held by RCAP Holdings, LLC, a Delaware limited liability company. All outstanding shares of Parent Common Stock and (ii) 50,000,000 shares of Parent Preferred Stock. At the close of business on September 30, 2020: (A) 54,175,648 shares of Parent Class B Common Stock were duly authorized and validly issued and outstanding; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) non-assessable. All securities issued and granted by Parent have been issued in compliance in all material respects with applicable state and federal securities LawsLaw. As of the date hereof, the MGCL and the Organizational Documents 250,000 shares of Parent. The Parent Common Stock are reserved for issuance under equity plans adopted by Parent (excluding any such shares issuable upon exchange of operating subsidiary units held by RCAP Holdings, LLC (and cancellation of its corresponding shares of Parent Preferred Stock to be issued Class B Common Stock)). (b) Except as set forth in the Parent SEC Documents and except for any obligations pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly the CVR Agreement or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2subsection (a) above, (i) Parent does not have any shares of its capital stock issued, outstanding or reserved for issuance and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), ii) there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) outstanding subscriptions, options, warrants, calls, putsconvertible or exchangeable securities, rights of first refusal phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other rights (including preemptive similar rights), agreements, Contracts, undertakings or commitments of any kind relating to capital stock or agreements other equity or voting interests of Parent to which Parent or any Subsidiary of Parent is a party or by which it is bound, in any case, otherwise obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem transfer or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional sell any shares of Parent Capital Stock, any Voting Debt capital stock or other equity or voting securities interests of Parent or securities convertible into or exchangeable for such shares or equity or voting interests, (B) grant, extend or enter into any such subscription, option, warrant, call, putconvertible or exchangeable securities, right of first refusal phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar right, commitment agreement, Contract, undertaking or agreement. There arrangement or (C) redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity or voting interests. (c) Parent has no Indebtedness or other obligations convertible or exchangeable into equity interests or otherwise giving the holders thereof the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (d) Except as set forth in Section 5.3(d) of the Parent Disclosure Letter or the Parent SEC Documents, there are no stockholder shareholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating or, to Parent’s knowledge, among any security holders of Parent with respect to securities of Parent, with respect to the voting or registration of the capital stock or other voting or equity interest of Parent or any preemptive rights with respect thereto, and there are no outstanding obligations of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company capital stock or other equity or voting interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 50,000,000 Parent Shares and 250,000 shares of preferred stock, no par value (the “Parent Common Stock and (ii) 50,000,000 Preferred Stock”), of which 50,000 shares of Parent have been designated as Series A Junior Participating Preferred Stock. At the close of business on September 30November 9, 2020: 2009, (Ai) 54,175,648 shares of 13,688,740 Parent Common Stock Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and free of preemptive rights; (Bii) no shares Parent Shares were held in the treasury of Pre-Merger Parent Preferred Stock were issued and outstandingor by Subsidiaries of Parent; (Ciii) 1,426,426 shares of 246,336 Parent Common Stock Shares were reserved for issuance pursuant to the 2012 equity incentive plan of outstanding options, warrants or other rights to purchase or otherwise acquire Parent Shares under Parent’s plans or other arrangements or pursuant to any plans or arrangements assumed by Parent in connection with any acquisition, business combination or similar transaction (collectively, the “Parent Equity PlanStock Plans”); . Between November 9, 2009 and (D) 6,876,540 shares the date of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except this Agreement, except as set forth in this Section 5.2herein and except for the issuance of Parent Shares pursuant to the Parent Stock Plans, at the close of business on September 30, 2020, there are no other shares of outstanding capital stock or other voting securities of Parent Capital Stock were issued, reserved for issuance or outstanding. Parent has 50,000 shares of Parent Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 19, 2008, between the Company and National City Bank (the “Parent Rights Agreement”) providing for rights to acquire shares of Parent’s Series A Junior Participating Preferred Stock (the “Parent Rights”). All of the Parent Shares issuable upon conversion of Company Common Stock at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no options, warrants, calls, rights, puts or Contracts (as hereinafter defined) to which Parent or any of its Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Subsidiaries to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of Parent or any of its Subsidiaries or obligating Parent or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. There are no Contracts to which Parent, its Subsidiaries or any of their respective officers or directors is a party concerning the voting of any capital stock of Parent or any of its Subsidiaries. (b) All Each outstanding shares share of capital stock (or other voting security or equity equivalent, as the case may be) of each Significant Subsidiary of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) is duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and and, except for director or qualifying shares, each such share (iior other voting security or equity equivalent, as the case may be) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The is owned by Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries another Subsidiary of Parent, free and clear of all Lienssecurity interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other than Permitted Liensencumbrances of any nature whatsoever. Exhibit 21 to Parent’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission (the “SEC”), constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) As Section 2.2(c) of the close Parent Letter sets forth a list as of business on September 30, 2020, except the date of this Agreement of all Significant Subsidiaries and material Joint Ventures (as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise hereinafter defined) of stock options outstanding at such date (Parent and the issuance jurisdiction in which such Significant Subsidiary or material Joint Venture is organized. Section 2.2(c) of shares thereunder), or stock grants or other awards granted the Parent Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by Parent in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any each such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreementmaterial Joint Venture. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issuedParent has no obligation to make any capital contributions, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and otherwise provide assets or cash, to any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)Joint Venture.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 600,000,000 shares of Parent Class A Common Stock Stock, (ii) 125,000,000 shares of Class B common stock, par value $0.01 per share, of Parent (“Parent Class B Common Stock”), and (iiiii) 50,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock” and, together with the Parent Class A Common Stock and Parent Class B Common Stock, the “Parent Capital Stock”). At the close of business on September 30, 2020the Measurement Date: (A) 54,175,648 281,240,390 shares of Parent Class A Common Stock were issued and outstanding, 35,420,258 shares of Parent Class B Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding; (B) no the shares of Pre-Merger Parent Preferred Class A Common Stock were issued and outstandingoutstanding include 1,176,897 shares of restricted Parent Class A Common Stock issued pursuant to Parent’s 2014 Amended and Restated Long-Term Incentive Plan, as amended from time to time (the “Parent Equity Plan”); (C) 1,426,426 1,256,781 Parent RSUs were issued and outstanding and 358,240 Parent PSUs were issued and outstanding at target performance levels; and (D) 7,961,297 shares of Parent Class A Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, been duly authorized and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights and (ii) rights. All outstanding shares of Parent Capital Stock have been issued and granted in compliance in all material respects with (i) applicable state securities Laws and federal securities Laws, the MGCL other applicable Law and the Organizational Documents of Parent(ii) all requirements set forth in applicable contracts. The Parent Class A Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights. The Parent Class A Common Stock to be issued pursuant to this Agreement, (B) free and clear of any Liens and (C) when issued, will be issued in compliance in all material respects with (1A) applicable securities Laws and other applicable Law and (2B) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020the Measurement Date, except as set forth in this Section 5.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are owned by Parent, or a direct or indirect 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. Except as set forth in this Section 5.2, and except for changes since September 30, 2020 the Measurement Date resulting from the exercise of stock options outstanding at such date (and the issuance of shares of Parent Class A Common Stock thereunder, which were reserved for issuance as set forth in Section 5.2(a)), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i1) no shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; (ii2) Voting Debt, (iii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Stock, Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests Debt or other equity interests of any Subsidiary voting securities of Parent, or and (v3) subscriptions, no options, warrants, subscriptions, calls, puts, rights of first refusal or other 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, bound in any case, case obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, Stock or any Voting Debt or other voting securities of Parent, or obligating Parent or (B) any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There are no not any stockholder 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 of capital stock or other equity interest of Parent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Class A Common Stock or any other shares of Parent Capital Stock. (d) . As of the date of this Agreement, all neither Parent nor any of its Subsidiaries has any (x) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(b)(y) of the outstanding limited liability company interests Parent Disclosure Letter. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 375,000,000 shares of Parent the common stock of Parent, par value $0.001 per share, of which 217,500,000 shares are designated as “Class A Common Stock Stock” and (ii) 50,000,000 157,500,000 shares are designated as “Class B Common Stock,” and 10,042,490 shares of Parent Preferred Stock. At As of October 2, 2006, 52,033,287 shares of Parent’s “Class A Common Stock,” 17,173,166 shares of Parent’s “Class B Common Stock” and 10 Merger Sub Units were outstanding. All shares of Parent Capital Stock and all Merger Sub Units have been duly authorized, and all issued and outstanding shares of Parent Capital Stock and Merger Sub Units have been validly issued and are fully paid and nonassessable. As of October 2, 2006, there was an aggregate of 288,801 shares of Parent Common Stock available for issuance to employees and directors of, and consultants to Parent under Parent’s 2005 Stock Incentive Plan (the close “Parent Stock Plan”). As of business on September 30October 2, 2020: (A) 54,175,648 2006, 1,983,144 shares of Parent Common Stock were issuable upon the exercise of outstanding, unexercised, vested options, including options issued under the Parent Stock Plan, options issued under Parent’s 1996 Stock Incentive Plan and outstanding; (B) no shares of Prenon-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of plan options. Except for the options exercisable for Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth described in this Section 5.23.2(a), at and except for those Contracts described in or filed as exhibits to the close Parent SEC Documents (as defined in Section 3.4), as of business on September 30, 2020the date hereof, there are no other Contracts to which Parent is a party, or by which it is bound, obligating Parent to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of outstanding any Parent Capital Stock issuedand/or options exercisable for Parent Capital Stock or obligating Parent to grant, reserved for issuance extend, accelerate the vesting and/or repurchase rights of, change the price of, or outstandingotherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All outstanding Parent securities and all outstanding Merger Sub securities were issued in compliance with all applicable federal and state securities laws. Parent directly owns 100% of the outstanding membership interests in Merger Sub. (b) All outstanding The shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this AgreementAgreement will, are or will beupon such issuance, as applicable, (i) be duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Lawsnon-assessable, the MGCL and the Organizational Documents free of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable any Encumbrances and not subject to any preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly rights or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal created by statute, the organizational documents of Parent or other rights (including preemptive rights), commitments Merger Sub or agreements any Contract to which Parent or any Subsidiary of Parent Merger Sub is a party or by which it is bound, in any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 225,000,000 shares of Parent Common Stock and (ii) 50,000,000 25,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on September 30, 2020the Measurement Date: (A) 54,175,648 31,496,842 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding; (B) no the shares of Pre-Merger Parent Preferred Common Stock were issued and outstandingoutstanding include 484,088 shares of Parent Common Stock underlying the Parent RSUs, 185,588 shares of Parent Common Stock underlying the Parent PSUs at target performance levels and 68,816 shares of Parent Common Stock underlying options granted pursuant to the Parent’s 2017 Long-Term Incentive Plan, as amended from time to time (the “Parent Equity Plan”); (C) 1,426,426 852,234 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and (D) 6,876,540 42,000 shares of Parent Common Series A Junior Participating Preferred Stock were reserved for issuance in connection with the conversion upon exercise of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstandingRights. (b) All outstanding shares of Parent Capital Stock have been, been duly authorized and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parentrights. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free . All outstanding shares of Parent Capital Stock have been issued and clear of any Liens and (C) issued granted in compliance in all material respects with (1i) applicable securities Laws and other applicable Law and (2ii) all requirements set forth in any applicable contractsContracts (including the Parent Equity Plan). The Parent ownsCommon Stock to be issued pursuant to this Agreement, of record when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and beneficially, directly or indirectly, other applicable Law and (B) all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) requirements set forth in applicable Contracts. As of the close of business on September 30, 2020the Measurement Date, except as set forth in this Section 5.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are owned by Parent, or a direct or indirect 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. Except as set forth in this Section 5.2, and except for changes since September 30, 2020 the Measurement Date resulting from the exercise of stock options outstanding at such date (and the issuance of shares of Parent Common Stock thereunder, which were reserved for issuance as set forth in Section 5.2(a)), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i1) no shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; (ii2) Voting Debt, (iii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Stock, Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests Debt or other equity interests of any Subsidiary voting securities of Parent, or and (v3) subscriptions, no options, warrants, subscriptions, calls, puts, rights of first refusal or other 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, bound in any case, case obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, Stock or any Voting Debt or other voting securities of Parent, or obligating Parent or (B) any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There are no not any stockholder 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 of capital stock or other equity interest of Parent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. (d) . As of the date of this Agreement, all neither Parent nor any of its Subsidiaries has any (x) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(b) of the outstanding limited liability company interests Parent Disclosure Letter. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are wholly owned by Parent. (ec) All dividends of the issued and outstanding shares of capital stock or other distributions on the shares equity ownership interests of Parent Capital Stock and any material dividends or other distributions on any securities of any each Subsidiary of Parent which have been are owned by Parent, directly or indirectly, all such shares or equity ownership interests are set forth in Schedule 5.2(c) of the Parent Disclosure Letter, and all of such shares or equity ownership interests are duly authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and validly issued and are not yet due fully paid, nonassessable and payable)free of preemptive rights.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of 100,000,000 shares of common stock, $0.001 par value (the "Parent Common Stock"), and 20,000,000 shares of preferred stock, par value $0.001per share, of Parent ("Parent Authorized Preferred Stock"). As of the date hereof: (i) 500,000,000 shares of Parent Common Stock and (ii) 50,000,000 shares of Parent Preferred Stock. At the close of business on September 30, 2020: (A) 54,175,648 11,729,952 shares of Parent Common Stock were issued and outstanding; (Bii) no (0) shares of Pre-Merger Parent Preferred Common Stock were issued and outstandingheld by Parent in its treasury; (Ciii) 1,426,426 no (0) shares of Parent Common Stock were held by subsidiaries of Parent; (iv) approximately no (0) shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan stock-based plans identified in the Parent Disclosure Schedule (such plans, collectively, the "Parent Stock Plans"), of which approximately no (0) shares are subject to outstanding employee stock options or other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans (the “collectively, "Parent Equity Plan”Employee Stock Options"); and (Dv) 6,876,540 up to 6,378,505 shares of Parent Common Stock were are reserved for issuance in connection with pursuant to convertible securities; and (vi) up to 9,000,000 shares of Parent Common Stock may be issued pursuant to agreements of the conversion of 7.00% convertible senior notes due 2023Parent to issue warrants to various parties. Except as set forth in this Section 5.2, at the close of business on September 30, 2020Section, there are no other outstanding (i) shares of outstanding capital stock or other securities (voting or otherwise) of the Parent, (ii) securities of the Parent Capital Stock issued, reserved convertible into or exchangeable for issuance or outstanding. (b) All outstanding shares of capital stock or securities (voting or otherwise) of the Parent, or (iii) options, warrants or other rights to acquire from the Parent, directly or indirectly, or obligations of the Parent Capital Stock to issue, any capital stock or securities (voting or otherwise), or any other securities convertible into or exchangeable for capital stock or securities of the Parent. All shares of capital stock of Parent outstanding as of the date hereof have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to thereof which may be issued pursuant to this AgreementAgreement or otherwise will be, when issued, duly authorized and validly issued and are fully paid and nonassessable. All shares of capital stock of Parent outstanding as of the date hereof have been, and all shares which shall be issued as part of the Merger Consideration will be (A) validly be, when issued, fully paid and nonassessable and not subject to preemptive rightsrights created by statute, the Parent’s Articles of Incorporation as amended by the Articles of Amendment (Bthe “Parent’s Articles of Incorporation”) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements agreement to which Parent or any Subsidiary of the Parent is a party or by which it is the Parent may be bound, in any case, obligating . (b) Parent or any Subsidiary has a sufficient number of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional duly authorized but unissued shares of Parent Capital Stock, any Voting Debt or other voting securities Common Stock to issue the maximum number of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or shares contemplated by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date Article II of this Agreement, all of Agreement as the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by ParentConsideration. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 shares Parent Shares, of which 108,596,551 Parent Common Stock Shares were issued and (ii) 50,000,000 shares outstanding as of Parent Preferred Stock. At the close of business on September 30December 16, 2020: 2020 (Athe “Measurement Date”) 54,175,648 shares and (ii) 20,000,000 preferred shares, par value $0.0001 per share, of Parent Common Stock were which none are issued and outstanding; (B) no shares outstanding as of Pre-Merger Parent Preferred Stock were the date hereof. All of the issued and outstanding; outstanding Parent Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of the Measurement Date, Parent had outstanding under the Parent’s 2015 Equity Incentive Plan (Cas amended, the “Parent Stock Plan”) 1,426,426 shares options to purchase a total of 3,648,010 Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of Parent Shares (the “Parent Equity PlanOptions”); , with a weighted average exercise price per Parent Share of $11.57, and restricted stock units in respect of a total of 470,092 Parent Shares (D) 6,876,540 shares of “Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023RSUs”). Except as set forth in above or as otherwise permitted under Section 7.1(b) of this Section 5.2, at the close of business on September 30, 2020Agreement, there are no preemptive or other shares outstanding rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of outstanding any kind that obligate Parent Capital Stock or any of its Subsidiaries to issue or sell any Parent Shares or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, Parent Shares. From the Measurement Date to the date of this Agreement, no Parent Shares have been issued, reserved for issuance other than pursuant to the vesting, settlement or outstandingexercise of Parent Options and Parent RSUs outstanding as of the Measurement Date under the Parent Stock Plan (collectively, “Parent Equity Awards”). (b) All outstanding shares Upon any issuance of any Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued Shares in accordance with the terms of this Agreementthe Parent Stock Plan, are or such Parent Shares will be, as applicable, (i) be duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30restrictions under applicable securities Laws. Parent does not have outstanding any bonds, 2020debentures, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants notes or other awards granted in accordance obligations the holders of which have the right to vote with Section 6.2(b)(ii), there the holders of Parent Shares on any matter. There are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of outstanding agreements which obligate Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests Shares or other equity interests of any Subsidiary securities of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 obligate Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscriptionagreements relating to any Parent Shares or other securities of Parent, optionincluding any agreements granting any preemptive rights, warrantsubscription rights, callanti-dilutive rights, put, right call or rights of first refusal or similar rights. Parent is not a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar rightagreement or understanding relating to any Parent Shares or any other agreement relating to the disposition, commitment voting or agreementdividends with respect to any Parent Shares. (c) Parent owns, directly or indirectly, the shares of capital stock of, or other equity or voting interests in, each of its Subsidiaries free and clear of any Liens, other than restrictions under applicable securities Laws. There are no stockholder outstanding options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, agreements, voting trusts arrangements, calls, commitments or other agreements to which Parent is a party rights, obligations or by which it is bound relating to the voting contracts of any shares kind that obligate Parent or any of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends its Subsidiaries to issue or other distributions on the shares of Parent Capital Stock and sell any material dividends securities or other distributions on obligations convertible or exchangeable into or exercisable for any securities of any Subsidiary of Parent. Except for its interests in any of its Subsidiaries, Parent which have been authorized does not own, directly or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)indirectly, any capital stock of, or other equity interests of any nature in, any Person.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 1,000,000,000 shares of Parent Common Stock and (ii) 50,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on September 30August 20, 20202018: (A) 54,175,648 302,331,048 shares of Parent Common Stock were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding; (B) no the shares of Pre-Merger Parent Preferred Common Stock were issued and outstandingoutstanding include 232,143 shares of restricted Parent Common Stock issued pursuant to Parent’s Amended and Restated 2014 Long-Term Incentive Plan, as amended from time to time (the “Parent Stock Plan”); and (C) 1,426,426 9,070,854 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan Parent Stock Plan, of Parent which (the “Parent Equity Plan”); and (D1) 6,876,540 3,659,311 shares of Parent Common Stock were reserved for issuance issuable in connection with the conversion respect of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, outstanding restricted stock unit awards (“RSUs”) and (2) 5,411,543 shares (assuming satisfaction of performance conditions at the close maximum level) of business on September 30, 2020, there are no other shares Parent Common Stock were issuable in respect of outstanding Parent Capital Stock issued, reserved for issuance or outstandingperformance stock unit awards (“PSUs”). (b) All outstanding shares of Parent Capital Common Stock have been, been duly authorized and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are were not subject to issued in violation of any preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parentrights. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free . All outstanding shares of Parent Common Stock have been issued and clear of any Liens and (C) issued granted in compliance in all material respects with (1i) applicable securities Laws and other applicable Law and (2ii) all requirements set forth in any applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30August 20, 20202018, except as set forth in this Section 5.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly-owned Subsidiary of Parent, are free and clear of all Encumbrances (other than Encumbrances described in Schedule 5.2 of the Parent Disclosure Letter) and have been duly authorized, validly issued, fully paid and nonassessable (except, in the case of partnerships or limited liability companies, to the extent such non-assessability may be affected by applicable Law of their jurisdictions of formation or organization). Except as set forth in this Section 5.2, and except for changes since September 30August 20, 2020 2018 resulting from the exercise vesting of stock options RSUs outstanding at such date (and the issuance of shares thereunder)date, or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i1) no shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; (ii2) Voting Debt, (iii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests Voting Debt or other equity interests of any Subsidiary voting securities of Parent, or and (v3) subscriptions, no options, warrants, subscriptions, calls, puts, rights of first refusal or other 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, bound in any case, case obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, capital stock or any Voting Debt or other voting securities of Parent or (B) any Subsidiary of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There Except for the Parent Voting Agreement, there are no not any stockholder 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 of capital stock or other equity interest of Parent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. (d) . As of the date of this Agreement, all neither Parent nor any of its Subsidiaries has any (x) interest in a material joint venture, directly or indirectly, equity securities or other similar equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(b)(y) of the outstanding limited liability company interests Parent Disclosure Letter. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreementhereof, the authorized share capital stock of Parent consists is $9,999,900 comprised of 999,990,000 ordinary shares with a par value of $0.01 per share. As of March 10, 1998, 84,653,719 Parent Shares were issued and outstanding (i) 500,000,000 shares other than Parent Shares issued upon the exercise of Parent Common Stock Options (as defined herein) since March 10, 1998 and excluding 27,594,800 Parent Shares held in Treasury) and (ii) 50,000,000 shares of additional Parent Preferred Stock. At the close of business on September 30, 2020: (A) 54,175,648 shares of Parent Common Stock were issued and outstanding; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of Parent Common Stock Shares were reserved for issuance issue upon exercise of the rights (the "Parent Rights") distributed to the holders of Parent Shares pursuant to the 2012 equity incentive plan Rights Agreement dated as of December 1, 1996 (the "Parent Rights Agreement"), between Parent and Mellon Securities Trust Company, as Rights Agent. Section 4.3(a) of the Parent Disclosure Letter sets forth, as of the date hereof, each plan, arrangement or agreement pursuant to which options or share appreciation rights with respect to Parent Shares may be granted or under which such options or share appreciation rights have been granted and are outstanding and in the aggregate the maximum number of options and share appreciation rights outstanding, and the class and number of Parent (the “Parent Equity Plan”); and (D) 6,876,540 shares of Parent Common Stock were Shares reserved for issuance in connection with issue pursuant to the conversion of 7.00% convertible senior notes due 2023plan, arrangement or agreement (such options and rights being herein collectively referred to as the "Parent Options"). Except as set forth in this Section 5.24.3 or in Section 4.3(a) of the Parent Disclosure Letter, at as of the close date hereof, (i) no Parent Shares have been issued and are outstanding except for subsequent issues, if any, pursuant to reservations, share option agreements or other Employee Benefit Plans existing on the date hereof, and (ii) Parent and its Subsidiaries have not issued or granted any option, warrant, convertible security or other right or agreement which affords any person the right to purchase or otherwise acquire any Parent Shares or any other security of Parent other than options not prohibited by this Agreement and granted in the ordinary course of business under share option and Employee Benefit Plans in existence on September 30such date. Except as set forth in this Agreement or Section 4.3(a) of the Parent Disclosure Letter, 2020Parent is not subject to any obligation (contingent or otherwise) to purchase or otherwise acquire or retire or register for public sale any of its securities. (b) Except as described in Section 4.3(b) of the Parent Disclosure Letter, there are as of the date hereof, no other shares Voting Debt of outstanding Parent Capital Stock issued, reserved for issuance is issued or outstanding. (c) Except as described in Section 4.3(a), (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close Parent Disclosure Letter, as of business on September 30the date hereof, 2020there are no options, except warrants, calls, rights, commitments or agreements of any character to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or any Voting Debt or obligating Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth in this Agreement or in Section 5.24.3(c) of the Parent Disclosure Letter, and except for changes since September 30, 2020 resulting from as of the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)hereof, there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) outstanding contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As Except as described in Section 4.3(d) of the Parent Disclosure Letter or as specifically described in this Agreement and except for quarterly dividends in an amount not in excess of $.50 per share, since March 10, 1998, as of the date hereof, Parent has not (i) made or agreed to make any share split or share dividend, or issued or permitted to be issued any shares, or securities exercisable for or convertible into shares, of this AgreementParent other than pursuant to and as required by the terms of any Parent Option; (ii) redeemed any Shares of Parent; or (iii) declared, all set aside, made or paid to the shareholders of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All Parent dividends or other distributions on the outstanding shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable)Parent.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 500,000,000 1,200,000,000 Parent Shares, 150,000 shares of Parent Common Stock and Class B Preferred Stock, par value $50.00 per share (ii) 50,000,000 shares of “Class B Parent Preferred Stock”), 250,000 shares of Class C Preferred Stock, par value $100.00 per share (“Class C Parent Preferred Stock”), 1,100,000 shares of Class D Preferred Stock, without par value (“Class D Parent Preferred Stock”), and 16,550,000 shares of Class E Preferred Stock without par value (collectively with the Class B Parent Preferred Stock, Class C Parent Preferred Stock and Class D Parent Preferred Stock, the “Parent Preferred Stock”). At As of the close of business on September 30the Capitalization Date, 2020: (A) 54,175,648 shares of 390,884,701 Parent Common Stock Shares were issued and outstanding; outstanding (not including Parent Shares held in treasury), (B) 177,022,471 Parent Shares were held in treasury, (C) no shares of Pre-Merger Parent Preferred Stock was issued or outstanding, (D) 5,070,696 Parent Shares were issued and outstanding; issuable upon the exercise of outstanding options to purchase Parent Shares, (CE) 1,426,426 shares 3,512,271 Parent Shares were subject to outstanding restricted stock units (including performance stock units, assuming achievement of the applicable performance measures at the maximum level) of Parent, (F) 43,924,642 Parent Common Stock Shares were reserved and available for issuance pursuant to under the 2012 equity incentive plan of Parent 2014 Stock Plan (the “Parent Equity Stock Plan”); , and (DG) 6,876,540 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding capital stock or other voting securities of Parent Capital Stock were issued, reserved for issuance or outstanding. (bii) All outstanding shares of Parent Capital Stock have beenShares are, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued Shares reserved for issuance in accordance with the Parent Stock Plan, when issued upon exercise thereof or in accordance with the respective terms of this Agreementthereof, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal non-assessable. Each of the outstanding shares of capital stock or other securities Laws, the MGCL and the Organizational Documents of each of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement’s Subsidiaries is duly authorized, when issued, will be (A) validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. owned by Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries by a direct or indirect wholly-owned Subsidiary of Parent, free and clear of all Liens, other than Permitted Liens. (c) As of the close of business on September 30, 2020, except . Except as set forth in this Section 5.25.2(b)(i), and except for changes since September 30, 2020 resulting from after the exercise date of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted this Agreement in accordance compliance with Section 6.2(b)(ii6.1(b), there are no outstanding: (iA) shares of Parent Capital Stockcapital stock or other securities of, or ownership interests in, Parent, (ii) Voting Debt, (iiiB) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in Parent or any Subsidiary, (C) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (1) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary or (2) obligate Parent or any of Parent its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for shares of capital stock or securities of, or ownership interests in, Parent Capital Stock or Voting Debtany Subsidiary, or (ivD) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary (other than in connection with (x) the payment of the exercise price of options to purchase Parent Shares (including in connection with “net” exercises), (y) Tax withholding in connection with the exercise options to purchase Parent Shares and vesting of restricted stock units of Parent, and (z) forfeitures of options to purchase Parent Shares or (v) subscriptionsrestricted stock units of Parent). Parent has no outstanding bonds, optionsdebentures, warrants, calls, puts, rights of first refusal notes or other rights obligations the holders of which have the right to vote (including preemptive rights), commitments or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. There are no voting trusts or other agreements or understandings to which Parent or any Subsidiary of Parent is a party with respect to the voting of or by which it is bound, in any case, obligating restricting the transfer of the capital stock or other equity interests of Parent or any Subsidiary of Parent to Parent. (iii) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which 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) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional no other shares of Parent Capital Stock, any Voting Debt capital stock or other voting securities of Parent or Merger Sub, (B) grantno securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub, extend or enter into any such subscription, option, warrant, call, put, right of first refusal and (C) no options or other similar rightrights to acquire from Merger Sub, commitment or agreement. There are and no stockholder agreementsobligations of Merger Sub to issue, any capital stock, voting trusts securities or other agreements securities convertible into or exchangeable for capital stock or voting securities of Merger Sub. Merger Sub has not conducted any business prior to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this AgreementAgreement and has no, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof Effective Time will have been paid in full (except no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the extent such dividends have been declared Merger and are not yet due and payable)the other Transactions.

Capital Structure. (a) As of July 16, 2021 (the date of this Agreement“Parent Capitalization Date”), the authorized capital stock shares of beneficial interest of Parent consists consist of (i) 500,000,000 225,000,000 Parent Common Shares and 40,000,000 preferred shares of Parent Common Stock and beneficial interest, $0.01 par value per share (ii) 50,000,000 shares of “Parent Preferred StockShares”). At the close of business on September 30the Parent Capitalization Date, 2020: (Ai) 54,175,648 shares of 84,546,649 Parent Common Stock Shares were issued and outstanding; , (Bii) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of 5,374,248 Parent Common Stock Shares were reserved for issuance pursuant to the 2012 terms of outstanding options or equity incentive plan of Parent (or equity-based awards granted pursuant to the “Parent Equity Plan”); and Incentive Plans, (Diii) 6,876,540 shares of 1,278,650 Parent Common Stock Shares were available for grant under the Parent Equity Incentive Plans, (iv) 2,455,853 Parent Common Shares were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares upon redemption of outstanding Parent Capital Stock issuedOP Units in accordance with the Parent LP Agreement, reserved for issuance or and (v) no Parent Preferred Shares were issued and outstanding. (b) All Except as set forth in Section 5.3(b) of the Parent Disclosure Letter, all issued and outstanding shares of Parent Capital Stock have been, and all shares beneficial interest of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable nonassessable, and are not subject no class of beneficial interest is entitled to preemptive rights and rights. There are no outstanding bonds, debentures, notes or other Indebtedness of Parent having the right to vote (iior convertible into, or exchangeable for, securities having the right to vote) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents on any matter on which holders of Parent. The Parent Common Stock and Shares may vote. (c) All of the outstanding shares of capital stock of each of the Parent Preferred Stock to be issued pursuant to this AgreementSubsidiaries that is a corporation are duly authorized, when issued, will be (A) validly issued, fully paid and nonassessable nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements validly issued. Except as set forth in any applicable contractsSection 5.3(c) of the Parent Disclosure Letter, all shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock and other ownership interests of each of the Subsidiaries of ParentParent Subsidiaries, free and clear of all Liens, encumbrances other than Permitted Liensstatutory or other Liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate accruals and reserves are maintained on Parent’s financial statements in accordance with GAAP (if such reserves are required pursuant to GAAP). (cd) As of the close of business on September 30, 2020, except Except as set forth in this the Parent LP Agreement or in Section 5.2, and except for changes since September 30, 2020 resulting from 5.3(d) of the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)Parent Disclosure Letter, there are no outstanding: (i) shares of Parent Capital Stockoutstanding subscriptions, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptionssecurities, options, warrants, calls, putsrights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other rights (including preemptive similar rights), agreements, arrangements, undertakings or commitments or agreements of any kind to which Parent or any Subsidiary of the Parent Subsidiaries is a party or by which it any of them is bound, in any case, bound obligating Parent or any Subsidiary of the Parent Subsidiaries to (Ai) issue, deliver, transfer, sell, purchase, redeem deliver or acquiresell or create, or cause to be issued, delivered, transferred, sold, purchased, redeemed delivered or acquired, sold or created any additional shares of Parent Capital Stock, any Voting Debt beneficial interest or other voting securities equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent or any Parent Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (Bii) issue, grant, extend or enter into any such subscriptionsubscriptions, optionsecurities, warrantoptions, callwarrants, putcalls, right rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other similar rightrights, commitment or agreement. There are no stockholder agreements, voting trusts arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of beneficial interest or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) As of the date of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parentequity interests. (e) Neither Parent nor any Parent Subsidiary is a party to or, to the Knowledge of Parent, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of Parent or any of the Parent Subsidiaries. (f) Parent does not have a “poison pill” or similar shareholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (h) All dividends or other distributions on the shares of Parent Capital Stock Common Shares, the Parent Preferred Shares and any material dividends or other distributions on any securities of any Parent Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared publicly announced and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 500,000,000 320,000,000 shares of Parent Common Stock and (ii) 50,000,000 3,000,000 shares of preferred stock, no par value (“Parent Preferred Stock”). At the close of business on September 30June 16, 20202017: (A) 54,175,648 173,800,724.6384 shares of Parent Common Stock were issued and outstanding, including 223,044.661024 shares of restricted Parent Common Stock issued pursuant to the Parent Stock Plans; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; and (C) 1,426,426 6,136,560 shares of Parent Common Stock remained available for issuance pursuant to the Parent Stock Plans, of which (I) 1,307,600 shares of Parent Common Stock were reserved for subject to issuance pursuant upon exercise of outstanding options to the 2012 equity incentive plan of purchase Parent Common Stock, (the “Parent Equity Plan”); and (DII) 6,876,540 840,969 shares of Parent Common Stock were reserved for issuance issuable in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares respect of outstanding Parent Capital RSU Awards and (III) 1,325,707 shares (assuming satisfaction of performance conditions at the target level) or 3,977,121 shares (assuming satisfaction of performance conditions at the maximum level) of Parent Common Stock issued, reserved for issuance or outstandingwere issuable in respect of outstanding performance stock units in respect of Parent Common Stock. (b) All outstanding shares of Parent Capital Common Stock have been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights and (ii) rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. The Parent ownsCommon Stock to be issued pursuant to this Agreement, of record when issued, will be (a) validly issued, fully paid and beneficially, directly or indirectly, nonassessable and not subject to preemptive rights and (b) issued in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the issued close of business on June 16, 2017, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect wholly-owned Subsidiary of Parent, are free and clear of all Liens, Encumbrances other than Permitted Liens. (c) As of the close of business on September 30, 2020, except Encumbrances. Except as set forth in this Section 5.2, and except for changes since September 30June 16, 2020 2017 resulting from the exercise of stock options or settlement of equity awards, in each case, outstanding at as of such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)date, there are no outstandingoutstanding as of the date hereof: (iA) no shares of Parent Capital Stockcapital stock, Voting Debt or other voting securities of Parent; (iiB) Voting Debt, (iii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests Voting Debt or other equity interests of any Subsidiary voting securities of Parent, or and (vC) subscriptions, no options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, bound in any case, case obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or (B) any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder not any shareholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (d) the capital stock of Parent. As of the date of this Agreement, all Parent has no (1) material joint venture or other similar material equity interests in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2 of the outstanding limited liability company interests Parent Disclosure Letter or (2) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than a wholly owned direct or indirect Subsidiary of Parent. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are wholly owned by EIH. (c) As of June 16, 2017, the authorized equity interests of EQT GP consist of (i) 266,165,000 common units issued and outstanding representing the entire limited partner interest in EQT GP, of which 239,715,000 common units were held by Subsidiaries of Parent and (ii) a non-economic general partner interest of EQT GP, all of which is held by a Subsidiary of Parent. Except as set forth in the preceding sentence, no equity interests of EQT GP are authorized, issued or outstanding as of June 16, 2017. All outstanding limited partner interests of EQT GP are duly authorized, validly issued, fully-paid and nonassessable and free of preemptive rights (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act). The outstanding general partner interests of EQT GP are duly authorized and validly issued and free of preemptive rights. (d) As of June 16, 2017, the authorized equity interests of EQT MLP consist of common units representing limited partner interests in EQT MLP (“EQT MLP Common Units”), incentive distribution rights of EQT MLP (the “EQT MLP IDRs”), and a 1.8% general partner interest in EQT MLP (the “EQT MLP General Partner Interest”). As of June 16, 2017, the issued and outstanding limited partner interests and general partner interests of EQT MLP consisted of (i) 80,581,758 EQT MLP Common Units, of which 21,811,643 are held by EQT GP and its Subsidiaries, (ii) the EQT MLP General Partner Interest, all of which is held by EQT GP and its Subsidiaries and (iii) the EQT MLP IDRs, all of which are held by EQT GP and its Subsidiaries. Except as set forth in the preceding sentence, no equity interests of EQT MLP are authorized, issued or outstanding as of June 16, 2017. All outstanding limited partner interests of EQT MLP are duly authorized, validly issued, fully-paid and nonassessable and free of preemptive rights (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act). The outstanding general partner interests of EQT MLP are duly authorized and validly issued and free of preemptive rights. (e) All dividends or other distributions on As of June 16, 2017, the shares authorized equity interests of Parent Capital Stock and any material dividends or other distributions on any securities Mountain Valley Pipeline, LLC consist solely of any a single class of membership interests, of which, as of the date hereof, 45.5% are held by a Subsidiary of Parent which have been authorized and 55.5% are held by third parties. Except as set forth in the preceding sentence, no equity interests of Mountain Valley Pipeline, LLC are authorized, issued or declared prior to the date hereof have been outstanding as of June 16, 2017. All outstanding equity interests of Mountain Valley Pipeline, LLC are duly authorized, validly issued, fully-paid in full and nonassessable and free of preemptive rights (except to as such nonassessability may be affected by Sections 18-607 and 18-804 of the extent such dividends have been declared and are not yet due and payableDelaware Limited Liability Company Act).

Capital Structure. (a) As Parent’s authorized share capital and outstanding shares as of the date and time set forth in Section 5.2(a) of this Agreementthe Parent Disclosure Letter, the authorized capital stock of Parent consists of (i) 500,000,000 including any shares of Parent Common Stock and (ii) 50,000,000 shares of Parent Preferred Stock. At the close of business on September 30, 2020: (A) 54,175,648 shares of Parent Common Stock were issued and outstanding; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 shares of Parent Common Stock were reserved for issuance pursuant to upon the 2012 equity incentive plan exercise or payments of Parent outstanding warrants and outstanding share options or other equity-related securities or awards (such share option and other equity-related award plans, agreements and programs, collectively, the “Parent Equity PlanShare Plans”); , are described in Section 5.2(a) of the Parent Disclosure Letter. None of Parent’s common shares, options or warrants are held by Parent or by Parent’s Subsidiaries. All of Parent’s multiple voting shares and (D) 6,876,540 subordinate voting shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the close of business on September 30, 2020, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Capital Stock to be issued in connection with the MergerShares reserved for issuance as noted above shall be, when so issued in accordance with the respective terms of this Agreementthereof, are or will be, as applicable, (i) duly authorized, authorized and validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Lawsare, or shall be when issued (as the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issuedcase may be), fully paid and nonassessable and not subject to preemptive rightsrights and were issued, or will be issued (B) free and clear of any Liens and (C) issued as the case may be), in compliance in all material respects with (1) all applicable securities Laws Laws. Section 5.2(a) of the Parent Disclosure Letter sets forth a true and complete list of all warrants, options, restricted stock, restricted stock units or other applicable Law and (2) all requirements equity-related securities or awards outstanding as of the date set forth in any applicable contractsSection 5.2(a) of the Parent Disclosure Letter. (b) Section 5.2(b) of the Parent Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of Parent’s Subsidiaries (including such Subsidiaries’ jurisdiction of incorporation or organization). Parent owns, of record and beneficiallyParent, directly or indirectly, owns all of the issued and outstanding shares or quotas (as applicable) in the share capital or quota capital (as applicable) of capital stock its Subsidiaries, beneficially and of record, and all such shares or quotas (as applicable) (i) are fully paid and nonassessable, and (ii) in the case of each of the Subsidiaries listed in Section 5.2(b)(ii) of Parentthe Parent Disclosure Letter, are not subject to preemptive rights and are free and clear of all Liensany claim, lien or encumbrance (other than a Permitted LiensEncumbrance). (c) As All of the close quota capital of business on September 30Canada Sub will be directly or indirectly owned by Parent. (d) All of the quota capital of Bid Sub will be directly or indirectly owned by Canada Sub. (e) All of the quota capital of Merger Sub will be directly owned by Bid Sub. (f) No bonds, 2020debentures, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants notes or other indebtedness having the right to vote (or which are exercisable or exchangeable for or convertible or redeemable into securities having the right to vote) on any matters on which shareholders of Parent may vote (“Parent Voting Debt”) of Parent or any of its Subsidiaries are issued or outstanding. (g) Except for warrants, options, restricted stock, restricted stock units or other equity-related securities or awards granted in accordance with Section 6.2(b)(ii)issued or to be issued under the Parent Share Plans, there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, putsconvertible, rights of first refusal redeemable, exercisable or other rights (including preemptive exchangeable securities, rights), commitments or agreements to which Parent or of any Subsidiary of Parent is a party or by which it is bound, in any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements character to which Parent is a party or by which it is bound relating (i) obligating Parent to the voting of any issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the share capital or any Parent Capital StockVoting Debt or other equity rights of Parent, (ii) obligating Parent to grant, extend or enter into any such option, warrant, call, convertible, redeemable, exercisable or exchangeable security, right, commitment or agreement or (iii) that provide the economic or voting equivalent of an equity ownership interest in Parent. (dh) As Except for agreements with employees or directors relating to options, restricted stock, restricted stock units or other equity-related securities or awards issued or to be issued under the Parent Share Plans, Parent is not a party to any agreement relating to disposition, voting or dividends with respect to any equity securities of Parent. To Parent’s Knowledge, as of the date of this Agreement, all other than the provisions of Parent’s (and its Subsidiaries’) articles of incorporation or by-laws or equivalent organizational documents there are no voting trusts, proxies or other agreements or understandings with respect to the voting of its share capital or the share capital of any of its Subsidiaries. There are no outstanding limited liability company interests contractual obligations of Merger Sub are validly issuedParent to repurchase, fully paid and nonassessable and are wholly owned by redeem or otherwise acquire any shares in the share capital of Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (i) 500,000,000 20,000,000 shares of Parent Common Stock and (ii) 50,000,000 1,000,000 shares of Parent Preferred Stockpreferred stock, par value $0.001 per share. At As of the close of business on September 30date hereof, 2020: (Ai) 54,175,648 7,051,393 shares of Parent Common Stock were are issued and outstanding; , (Bii) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (C) 1,426,426 22,656 shares of Parent Common Stock were reserved for issuance pursuant to the 2012 equity incentive plan of are held by Parent in its treasury, (the “Parent Equity Plan”); and (Diii) 6,876,540 598,500 shares of Parent Common Stock were are subject to outstanding stock options, (iv) 5,000 shares are reserved for issuance in connection with additional stock options that the conversion Parent is authorized to issue under its 2003 Stock Incentive Plan and (v) no shares of 7.00% convertible senior notes due 2023preferred stock are issued or outstanding. Except as set forth in this Section 5.2above, at the close of business on September 30, 2020, there are no other shares of outstanding capital stock or other voting securities of Parent Capital Stock are issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Common Stock have beenare, and all such shares of Parent Capital Stock to that may be issued in connection with prior to the MergerEffective Time will be when issued, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Lawsright, subscription right or any similar right under any provision of the DGCL, the MGCL and Parent Charter, the Organizational Documents of Parent. The Parent Common Stock and By-laws or any Contract to which Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly is a party or indirectly, all of the issued and outstanding shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, other than Permitted Liensotherwise bound. (c) As There are not any bonds, debentures, notes or other indebtedness of Parent having the close right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of business on September 30, 2020, except Parent Common Stock may vote ("Voting Parent Debt"). (d) Except as set forth in this Section 5.24.03 and for the transactions (the "USV Transaction") contemplated by the Agreement and Plan of Merger (the "USV Merger Agreement") by and among Parent, U.S. Vision, Inc., a Delaware corporation ("USV"), USV Merger Sub, Inc., a Delaware corporation, and except for changes since September 30the stockholders of USV substantially in the form attached hereto as Exhibit C, 2020 resulting from as of the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii)hereof, there are no outstanding: 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 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 Interests in, Parent Capital Stockor any Parent Subsidiary or any Voting Parent Debt, (ii) Voting Debtobligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) securities 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 or Common Stock. (e) There are not any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) outstanding contractual obligations of Parent or any Subsidiary of the Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests stock of any Subsidiary of the Parent, or (v) subscriptionsexcept in connection with the put option under the Agreement and Plan of Merger, optionsdated August 19, warrants2002, callsamong Palisade, putsPalisade Merger Corp. and Parent, rights of first refusal or other rights (including preemptive 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 (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stockas amended. (df) As of the date hereof Parent's only business operations relate to managing its cash, government securities, accounts receivable, notes receivable, contract rights receivable and agreements related to its licensing business and leasehold. In addition, it is positioning itself to manage its investment in the Company contemplated hereby and its investment in USV, and the businesses of this Agreement, all of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parentsuch companies. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (ai) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (i) 500,000,000 125,000,000 shares of Parent Common Stock and (ii) 50,000,000 10,000,000 shares of Parent Preferred Stock, of which 5,750,000 shares are classified and designated as 7.125% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Parent Preferred Stock”). At As of the close of business on September 30May 4, 2020: 2017 (the “Parent Capitalization Date”), (A) 54,175,648 65,410,668 shares of Parent Common Stock were issued and outstanding; , (B) no 5,750,000 shares of Pre-Merger Series A Parent Preferred Stock were issued and outstanding; , (C) 1,426,426 3,446,552 shares of Parent Common Stock were authorized and reserved for issuance pursuant to under the 2012 equity incentive plan of Parent (the “Parent Equity Plan”); and Plans, (D) 6,876,540 Parent Stock Unit Awards relating to 1,401,491 shares of Parent Common Stock were reserved for issuance in connection with the conversion of 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2outstanding, at the close of business on September 30, 2020, there are no other which number includes 1,087,958 shares of Parent Common Stock subject to outstanding Parent Capital Performance Stock issuedUnit Awards assuming the achievement of maximum performance, reserved for issuance and (E) no shares of Parent Common Stock or outstanding. (b) Series A Parent Preferred Stock were held by Subsidiaries of Parent. All the outstanding shares of Parent Capital Common Stock have been, and all shares of Parent Capital Preferred Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to free of preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, rights. All the MGCL and the Organizational Documents shares of Parent. The Parent Common Stock and Parent Preferred Stock to that may be issued in connection with the Merger pursuant to this AgreementSection 2.1(a) shall be, when issuedissued in accordance with the respective terms thereof, will be (A) duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to free of preemptive rights, . (Bii) free and clear of any Liens and (C) issued in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements Except as set forth in any applicable contracts. Parent ownsSection 3.2(b)(i), of record and beneficially, directly or indirectly, all as of the issued and outstanding date hereof: (A) Parent does not have any shares of capital stock of the Subsidiaries of Parent, free and clear of all Liens, or other equity interests issued or outstanding other than Permitted Liens. (c) As of the close of business on September 30, 2020, except as set forth in this Section 5.2, and except for changes since September 30, 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities Common Stock that have become outstanding after the Parent Capitalization Date as a result of the settlement of Parent or Stock Unit Awards outstanding as of the Parent Capitalization Date and any Subsidiary conversion of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Preferred Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or in accordance with the terms thereof (vif any) and (B) there are no outstanding subscriptions, options, warrants, puts, calls, puts, rights of first refusal exchangeable or convertible securities or other rights (including preemptive similar rights), agreements or commitments relating to the issuance of capital stock or agreements other equity interests of Parent or any of its Subsidiaries to which Parent or any Subsidiary of Parent its Subsidiaries is a party or by which it is boundotherwise bound obligating Parent to (1) issue, in transfer or sell any case, obligating shares of capital stock or other equity interests of Parent or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests (in each case other than to Parent or any wholly owned Subsidiary of Parent to Parent); (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B2) grant, extend or enter into any such subscription, option, warrant, put, call, put, right of first refusal exchangeable or convertible securities or other similar right, commitment agreement or agreement. There are no stockholder agreementscommitment, voting trusts in each case with respect to capital stock or other agreements to which equity interest of Parent is a party or by which it is bound relating to the voting any of its Subsidiaries; (3) redeem or otherwise acquire any shares of capital stock or other equity interests of Parent Capital Stockor any Subsidiary of Parent; or (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of Parent that is not wholly owned. Parent has not granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any of its capital stock or other equity interests that remain outstanding. (diii) As of the date hereof, no Voting Debt of this Agreement, all Parent or any of the outstanding limited liability company interests of Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parentits Subsidiaries is issued or outstanding. (eiv) All As of the date hereof, there are no voting trusts, proxies or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of Parent or any of its Subsidiaries, or restricting the transfer of, or providing registration rights with respect to, such capital stock or equity interest. (v) As of the date hereof, all dividends or other distributions on the shares of Parent Capital Common Stock, Parent Preferred Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends or other distributions have been declared publicly announced and are not yet due and payable). (vi) Parent has made available to the Company all waivers granted by Parent prior to the execution hereof under its Organizational Documents with respect to ownership limits of capital stock of Parent.