Common use of Capital Structure Clause in Contracts

Capital Structure. (i) As of the date of this Agreement, the authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued and 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 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 matter.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 250,000,000 shares of Parent Common Stock were issued and 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”" and, together with the Parent Common Stock, the "Parent Capital Stock"). At the close of business on July 31, of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement2005, and no other (i) 66,797,864 shares of Parent Common Stock or (each together with a Parent Right) and no shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding outstanding, (ii) 23,729,728 shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(iwere held by Parent in its treasury, (iii) 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 5,878,756 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 exercise of Parent Options and the settlement of Parent Common Stock Units were reserved for issuance pursuant to outstanding options and other stock-based awards (other than shares of restricted stock or other equity based awards included in the number of shares of Parent Common Stock outstanding set forth above) and (iv) shares of Parent Preferred Stock reserved for issuance in connection with the rights (the "Parent Rights") issued pursuant to the Rights Agreement dated as of April 21, 1998 (as amended from time to time, the "Parent Rights Agreement"), between Parent and First Chicago Trust Company of New York, as Rights Agent. Except as set forth above, at the close of business on October 19July 31, 2016 in accordance with their terms and2005, since October 19no shares of capital stock or other voting securities of Parent were issued, 2016 reserved for issuance or outstanding. During the period from July 31, 2005 to the date of this Agreement, (x) there have been no issuances by Parent has not issued any of shares of capital stock or other voting securities of Parent Options or other than issuances of shares of Parent Common Stock Unitspursuant to the exercise of options and other stock-based awards outstanding on such date as required by their terms as in effect on the date of such issuance and (y) there have been no issuances by Parent of options, warrants or other rights to acquire shares of capital stock or other voting securities of Parent. All outstanding shares of Parent Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Restated Certificate of Incorporation of Parent (the "Parent Charter") and the Amended and Restated By-laws of Parent (the "Parent By-laws") or any Contract to which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Capital Stock may vote ("Voting Parent Debt"). Except as set forth in this Section 5.2(b)above, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any of its Subsidiaries Parent's subsidiaries (each, a "Parent Subsidiary") is a party or by which any of them is bound (i) obligating Parent or any Parent Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any securities Parent Subsidiary or obligations convertible or exchangeable into or exercisable forany Voting Parent Debt, or giving any Person a right to subscribe for or acquire from (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of its SubsidiariesParent Capital Stock. As of the date of this Agreement, there are not any equity securities of Parent, and no securities or outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of its Subsidiaries evidencing such rights are authorized, issued capital stock of Parent or outstandingany Parent Subsidiary. Parent does not have outstanding any bondshas made available to the Company a complete and correct copy of the Parent Rights Agreement, debentures, notes or other obligations as amended to the holders date 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 matterthis Agreement.

Capital Structure. (ia) As of the date of this Agreement, the authorized capital stock of Parent consists of (Ai) 14,000,000,000 4,600,000,000 shares of Parent Common Stock, of which 6,147,261,645 1,507,281,908 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19December 11, 20162017 (the “Parent Measurement Date”), and (Bii) 10,000,000 100,000,000 shares of preferred stock, par value $1.00 0.01 per share (the “Parent Preferred Stock”), of which no shares of 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 nonassessable. Section 5.2(b)(i) As of the Parent Disclosure Letter contains a correct and complete list as Measurement Date, 66,387,601 shares of October 19, 2016 of (x) the outstanding number of options to purchase Parent Common Stock (eachwere reserved for, a “and 32,595,800 shares of Parent Option”) Common Stock were subject to, issuance pursuant to certain of 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 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) the outstanding number of rights to receive Parent Common Stock (pursuant to deferred shares, performance shares and restricted stock units) units subject to both service and performance-based conditions granted under the Parent Stock Plans (each a 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 Parent Options, the Parent RSUs and the Parent PSUs, the “Parent Common Stock UnitUnits”). From October 19, 2016 to ) entitling the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise holders of Parent Options PSUs and the settlement Parent DSUs to receive an aggregate of 655,547 shares of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsStock. Except as set forth in this Section 5.2(b)4.02, as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity or voting securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from Parent or any of its Subsidiaries, any voting or equity securities of ParentParent 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 matter.

Capital Structure. (i) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (A) 14,000,000,000 600,000,000 shares of Parent Common StockStock and 10,000,000 shares of preferred stock, par value $0.01, of which 6,147,261,645 Parent (“Parent Preferred Stock”). From the date hereof until immediately prior to the Effective Time, all of the equity interests of Merger Sub shall be owned, directly or indirectly, by Parent. As of the close of business on June 25, 2021 (the “Parent Capitalization Date”), (A) 375,197,620 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 including 256,523 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other underlying restricted shares of Parent Common Stock or Stock), (B) no shares of Parent Preferred Stock were issued and outstanding, (C) 5,197,884 shares of Parent Common Stock were reserved for issuance under the Parent Equity Plans, (D) 4,033 shares of Parent Common Stock were held in Parent’s treasury, (E) options to purchase 3,850,422 shares of Parent Common Stock were outstanding on such date(“Parent Stock Options”) and (F) no shares of Parent capital stock were held by Subsidiaries of Parent. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued Parent Preferred Stock are, 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 all 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19that may be issued prior to the Effective Time or in connection with the Merger pursuant to Section 2.1(a) shall be, 2016 when issued in accordance with their the respective terms andthereof, since October 19duly authorized, 2016 to the date validly issued, fully paid and non-assessable and free of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitspre-emptive rights. Except as set forth in the foregoing provisions of this Section 5.2(b3.2(b)(i), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate hereof: (A) Parent or any of its Subsidiaries to issue or sell does not have any shares of capital stock or other equity securities interests issued or outstanding other than shares of Parent Common Stock that have become outstanding after the Parent Capitalization Date as a result of the exercise of Parent Stock Options outstanding as of the Parent Capitalization Date, and (B) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or any convertible securities or obligations convertible other similar rights, agreements or exchangeable into commitments relating to the issuance of capital stock or exercisable for, or giving any Person a right other equity interests to subscribe for or acquire from Parent or any of its Subsidiaries, any equity securities of Parent, and no securities or obligations of which Parent or any of its Subsidiaries evidencing such rights are authorizedis a party or otherwise bound obligating Parent or any of its Subsidiaries to (1) issue, issued transfer or outstanding. sell any shares of capital stock of Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or securities convertible into or exercisable exchangeable for such shares (in each case other than to Parent or a wholly owned Subsidiary of Parent); or (2) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities having or other similar right, agreement or commitment. As of the right to vote) with date hereof, the stockholders authorized capital of Parent on any matterMerger Sub consists of 100% membership interests.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 7,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 3,884,566,072 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19February 28, 20162006, and (B) 10,000,000 1,000,000,000 shares of preferred stockPreferred Stock, par value $1.00 per share (the “"Parent Preferred Stock”"), of which no 768,390.4 shares of Parent Preferred Stock are issued and were 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 and Parent Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(i5.2(b) of the Parent Disclosure Letter contains a correct and complete list as of October 19February 28, 2016 2006 of (x) the outstanding number of outstanding options to purchase Parent Common Stock (each, a “"Parent Option”") pursuant to certain of Parent’s compensation under the Parent Compensation and benefit plans (such compensation and benefit plansBenefit Plans, the “exercise price of all Parent Options and number of shares of Parent Common Stock Plans”) issuable at such exercise price and (y) the outstanding number of outstanding rights to receive Parent Common Stock (pursuant to deferred shares, performance shares including without limitation restricted stock and restricted stock units) ), under the Parent Stock Compensation and Benefit Plans (each a “"Parent Common Stock Unit”"). From October 19February 28, 2016 2006 to the execution date of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19February 28, 2016 2006 in accordance with their terms andand since February 28, since October 19, 2016 to the date of this Agreement, 2006 Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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. Except as set forth in this Section 5.2(b), 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 convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Capital Structure. (i) As of the date of this Agreement, the authorized capital stock of Parent consists of (Ai) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 480,000,000 shares of Parent Common Stock were issued and outstanding as (ii) 5,000,000 shares of Preferred Stock, par value $0.0001 per share (“Parent Preferred Stock”). As of the close of business on October 19June 15, 20162018, and (B) 10,000,000 there are 248,120,753 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which Common Stock outstanding and no shares of 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 dateoutstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued and are issued, 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 The 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 be issued any Parent Common Stock except pursuant to the exercise of Merger will be duly authorized, validly issued, fully paid and nonassessable. Parent Options and the settlement has no shares of Parent Common Stock Units outstanding on October 19or Parent Preferred Stock reserved for issuance, 2016 in accordance with their terms andexcept that, since October 19as of June 15, 2016 to the date 2018, there were (i) 8,396,301 shares of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitsreserved for issuance pursuant to Parent’s Amended and Restated 2003 Stock Incentive Plan, as amended, the 2011 Incentive Plan, as amended, the 2015 Employee Inducement Incentive Plan and the 2015 Long-Term Cash Incentive Plan, (ii) 14,608,331 shares of Parent Common Stock reserved for issuance pursuant to Parent’s Convertible Unsecured Notes due 2021, (iii) 47,108,466 shares of Parent Common Stock reserved for issuance pursuant to CCH Holdco II, LLC’s 11.0% Convertible Senior Secured Notes due 2025 and (iv) 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 capital stock or other securities of each of Parent’s Subsidiaries (other than the Company and its Subsidiaries) is duly authorized, validly issued, fully paid and nonassessable and owned by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any Liens. Except as set forth in this Section 5.2(b), as of the date of this Agreementabove, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent or any of its Subsidiaries Group Entities to issue or sell any shares of capital stock or other equity securities of the Parent Group Entities 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 Subsidiariesacquire, any equity securities of Parentthe Parent Group Entities, and no securities or obligations of Parent or any of its Subsidiaries evidencing such rights are authorized, issued or outstanding. Except as set forth above, Parent does not have outstanding any 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 on any matter.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 200,000,000 shares of Parent Common StockStock and 5,000,000 shares of preferred stock, par value $0.01 per share. At the close of which 6,147,261,645 business on February 5, 2004, (i) 65,086,471 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Common Stock were held by Parent in its treasury and (iii) 7,617,524 shares of Parent Common Stock were subject to outstanding options to purchase Parent Common Stock granted under any stock option plan of Parent (a "Parent Employee Stock Option") and [187,122] additional shares of Parent Common Stock were reserved for issuance pursuant to stock option plans of Parent. Except as of set forth above, at the close of business on October 19February 5, 20162004, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of capital stock or other voting securities of Parent Preferred Stock are issued and outstanding as of the date of this Agreementwere issued, reserved for issuance or outstanding, and since February 5, 2004, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock or shares issued upon the exercise of Parent Preferred 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 issued and outstanding on such datenot granted in tandem with a related Parent Employee Stock Option. All of the outstanding shares of Parent Common Stock have been are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable. Section 5.2(b)(i) 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 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 plansNRS, the “Parent Stock Plans”) and (y) the outstanding number of rights to receive Parent Common Stock (pursuant to deferred sharesCharter, performance shares and restricted stock units) under the Parent Stock Plans (each By-laws or any Contract to which Parent is a “Parent Common Stock Unit”)party or otherwise bound. From October 19There are not any bonds, 2016 to the execution of this Agreementdebentures, Parent has not issued any Parent Common Stock except pursuant to the exercise notes or other indebtedness of Parent Options and having the settlement 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 Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, may vote ("Voting Parent has not issued any Parent Options or Parent Common Stock UnitsDebt"). Except as set forth in this Section 5.2(b)above, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any Parent Subsidiary is a party or by which any of its Subsidiaries them is bound (i) obligating Parent or any Parent Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any securities Parent Subsidiary or obligations convertible or exchangeable into or exercisable forany Voting Parent Debt, or giving any Person a right to subscribe for or acquire from (ii) obligating 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) 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 its SubsidiariesParent Common Stock. As of the date of this Agreement, there are not any equity securities of Parent, and no securities or outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares 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 capital stock of Parent on or any matterParent Subsidiary.

Capital Structure. (ia) As of the date of this Agreementhereof, the The authorized capital stock of Parent consists of (Ai) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 600,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (Bii) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”). At the close of business on May 29, of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement2014, and no other (A) 294,353,748 shares of Parent Common Stock or were issued and outstanding (which includes 462,815 shares of restricted stock granted pursuant to the Parent Equity Plans), (B) 366 shares of Parent Common Stock were held by Parent in its treasury, (C) no shares of Parent Preferred Stock were issued and outstanding, (D) 101,411 shares of Parent Common Stock were reserved for issuance in respect of outstanding on such daterestricted stock units granted and deferred units issued pursuant to the Parent Equity Plans, (E) 3,133,956 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding options to purchase Parent Common Stock granted pursuant to the Parent Equity Plans, (F) 10,424,979 shares of Parent Common Stock were reserved for issuance pursuant to future grants or issuances under the Parent Equity Plans, (G) 24,099,658 shares of Parent Common Stock were reserved for issuance under the Ventas, Inc. Dividend, Reinvestment and Stock Purchase Plan, and (H) 2,075,679 shares of Parent Common Stock were reserved for issuance to holders of NHP/PMB L.P. Class A Partnership Units upon redemption. All of the outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued and are issued, fully paid and nonassessablenon-assessable, and all shares of Parent Common Stock to be issued as the Stock Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. Except as disclosed in Section 5.2(b)(i5.3(a) 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this AgreementLetter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 indebtedness of which have Parent having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the stockholders on any matter on which holders of shares of Parent on any matterCommon Stock may vote.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 200,000,000 shares of Parent Common Stock and 30,000,000 shares of Cumulative Preferred Stock (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of which 6,147,261,645 business on June 30, 2008, (i) 63,005,458 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19outstanding, 2016, and (Bii) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of 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 or outstanding, (iii) 8,469,020 shares of Parent Common Stock have been duly authorized were reserved 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”) available for issuance 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 “or the Employee Savings Plan, of which 875,720 shares were subject to outstanding Parent Common Stock Unit”). From October 19Options, 2016 2,031,758 shares were subject to the execution of this Agreement, outstanding Parent has SARs that were not issued any granted in tandem with Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of 739,727 shares were subject to outstanding Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsEquivalent Awards. Except as set forth in this Section 5.2(b4.03(a), as at the close of the date of this Agreementbusiness on June 30, there are 2008, no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of Parent were issued, reserved for issuance or any securities or obligations convertible or exchangeable into or exercisable foroutstanding. After June 30, 2008, there have been no issuances by Parent of shares of capital stock of, or giving any Person a right other equity or voting interests in, Parent, other than the issuance of Parent Common Stock upon the exercise of Parent Stock Options or Parent SARs or pursuant to subscribe for Parent Stock Equivalent Awards, in each case outstanding at the close of business on June 30, 2008 and in accordance with their terms on June 30, 2008, and issuances of additional Parent Stock Options, Parent SARs or acquire from Parent Stock Equivalent Awards thereafter in the ordinary course of business and shares of Parent Common Stock upon the exercise of such Parent Stock Options or Parent SARs or pursuant to such Parent Stock Equivalent Awards. Except as otherwise provided in this Section 4.03(a), there are no outstanding stock appreciation, “phantom” stock, profit participation or dividend equivalent rights or similar rights with respect to 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 matterSubsidiary.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent Trenwick consists of (A) 14,000,000,000 30,000,000 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Trenwick Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 2,000,000 shares of preferred stock, par value $1.00 .10 per share share. At the close of business on June 18, 1999, (the “Parent Preferred Stock”), of which no i) 10,630,510 shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other shares of Parent Trenwick Common Stock or shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding outstanding, (i) 1,071,170 shares of Parent Trenwick Common Stock have been duly authorized were reserved for issuance pursuant to outstanding stock options ("Trenwick Stock Options") issued under Trenwick's 1989 Stock Plan, 1993 Stock Option Plan and validly issued and are fully paid and nonassessable. Section 5.2(b)(i1993 Stock Option Plan for Non-Employee Directors all currently in effect (collectively, the "Trenwick Stock Option Plans"), (ii) zero shares 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 Trenwick 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”) were held in Trenwick's treasury and (yiii) 200,000 shares of Series B Junior Participating Preferred Stock, were reserved for issuance in connection with 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 exercise Rights Agreement dated as of Parent Options September 24, 1997 (the "Rights Agreement"), between Trenwick and the settlement First Chicago Trust Company of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsNew York. Except as set forth in this Section 5.2(b)above, as at the close of the date of this Agreementbusiness on June 18, there are 1999, no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of Parent or any securities or obligations convertible or exchangeable into or exercisable forTrenwick were issued, or giving any Person a right to subscribe reserved 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 issuance or outstanding. Parent does All outstanding shares of capital stock of Trenwick are, and all shares which may be issued pursuant to this Agreement or the Trenwick Stock Option Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in Section 3.2(c) of the Trenwick Disclosure Schedule, since January 1, 1999, no shares of the capital stock of Trenwick have outstanding any been issued other than pursuant to Trenwick Stock Options already in existence on such date, and, since such date, no Trenwick Stock Options have been granted. No bonds, debentures, notes or other obligations the holders indebtedness of which have Trenwick or any subsidiary of Trenwick having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which the stockholders of Parent on Trenwick or any mattersubsidiary of Trenwick may vote are issued or outstanding. Section 3.2(b) of the Trenwick Disclosure Schedule lists the Significant Subsidiaries of Trenwick and, except for the capital stock of such subsidiaries, Trenwick does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture or other entity other than any publicly-traded corporation in which Trenwick owns 100 or fewer shares of common stock and other than any registered investment company. All the outstanding shares of capital stock of each subsidiary of Trenwick have been validly issued and are fully paid and nonassessable and are owned by Trenwick, by one or more wholly owned subsidiaries of Trenwick or by Trenwick and one or more such wholly owned subsidiaries, free and clear of all Liens. Except as set forth above, there are not any securities, options, warrants, rights, commitments or agreements of any kind to which Trenwick or any subsidiary is a party or by which any of them is bound obligating Trenwick or any subsidiary to issue, sell or deliver, or repurchase, redeem or otherwise acquire, shares of capital stock or other equity or voting securities of any of them or securities convertible into or exchangeable for capital stock or voting securities of Trenwick, or obligating any of them to issue, sell, deliver, grant, extend or enter into any such security, option, warrant, right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements or understandings to which Trenwick or any of its subsidiaries is a party, or to which any of them is bound, relating to the voting or disposition of any shares of capital stock of Trenwick or any subsidiary thereof.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 600,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 50,000,000 shares of preferred stock, par value $1.00 0.0001 per share (the “Parent Preferred Stock”). At the close of business on May 24, of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement2013, and no other (i) (A) 227,603,627 shares of Parent Common Stock were issued and 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) 41,395,513 shares of Parent Common Stock held by the Company in its treasury, (ii) 8,497,611 shares of Parent Common Stock were subject to outstanding options (other than rights under Parent's Employee Stock Purchase Plan (such plan, the “Parent ESPP” and, along with Parent's 2005 Omnibus Incentive Plan, the “Parent Stock Plans”)) 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 issued and or outstanding or held by Parent in its treasury. Except as set forth above, at the close of business on such date. All of the outstanding May 24, 2013, no shares of Parent Common 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 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 capital 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 exercise or other voting securities of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19were issued or outstanding. Since May 24, 2016 in accordance with their terms and, since October 19, 2016 2013 to the date of this Agreement, (x) there have been no issuances by Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 voting securities of Parent, other than issuances of shares of Parent Common Stock pursuant to the exercise of outstanding Parent Stock Options and (y) there have been no securities or obligations issuances by Parent of options, warrants, other rights to acquire shares of capital stock of Parent or other rights that give the holder thereof any economic interest of its Subsidiaries evidencing a nature accruing to the holders of Parent Common Stock, except for rights pursuant to the Parent ESPP and under Parent's 401(k) Profit Sharing Plan (the “Parent 401(k) Plan”). All outstanding shares of Parent Common Stock are, and all such rights are shares that may be issued prior to the Effective Time will be when issued, duly authorized, issued or outstandingvalidly issued, fully paid and nonassessable and not subject to preemptive rights. Parent does not have outstanding any There are no bonds, debentures, notes or other obligations the holders indebtedness of which have Parent having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the stockholders on any matters on which holders of Parent on Common Stock may vote (“Voting Parent Debt”). Except for any matter.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 kind to which Parent or any of its Subsidiaries is a party or by which any of them is bound

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (Ai) 14,000,000,000 shares of 500,000,000 Parent Common StockShares, of which 6,147,261,645 shares of 108,596,551 Parent Common Stock Shares were issued and outstanding as of the close of business on October 19December 16, 2016, 2020 (the “Measurement Date”) and (Bii) 10,000,000 shares of 20,000,000 preferred stockshares, par value $1.00 0.0001 per share (the “Parent Preferred Stock”)share, of which no shares of Parent Preferred Stock none 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 datehereof. All of the issued and outstanding shares of Parent Common Stock Shares have been duly authorized and are validly issued and are issued, fully paid and nonassessable. Section 5.2(b)(i) As of the Measurement Date, Parent Disclosure Letter contains a correct and complete list as of October 19, 2016 of (x) had outstanding under the outstanding number of options to purchase Parent Common Stock (each, a “Parent Option”) pursuant to certain of Parent’s compensation and benefit plans 2015 Equity Incentive Plan (such compensation and benefit plansas amended, the “Parent Stock PlansPlan”) and options to purchase a total of 3,648,010 Parent Shares (y) the outstanding number “Parent Options”), with a weighted average exercise price per Parent Share of rights to receive Parent Common Stock (pursuant to deferred shares$11.57, performance shares and restricted stock units) under the units in respect of a total of 470,092 Parent Stock Plans Shares (each a “Parent Common Stock UnitRSUs”). From October 19, 2016 to the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this above or as otherwise permitted under Section 5.2(b), as of the date 7.1(b) of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights rights, obligations or contracts of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of 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 from acquire, Parent Shares. From the Measurement Date to the date of this Agreement, no Parent Shares have been issued, other than pursuant to the vesting, settlement or any of its Subsidiaries, any equity securities of Parent, and no securities or obligations exercise of Parent or any Options and Parent RSUs outstanding as of its Subsidiaries evidencing such rights are authorizedthe Measurement Date under the Parent Stock Plan (collectively, 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 matterEquity Awards”).

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (Ai) 14,000,000,000 130,000,000 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Class A Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (Bii) 10,000,000 shares of preferred stock, par value $1.00 0.01 per share (the “"Parent Preferred Stock”"). As of the close of business on September 22, 1997, there are (i) 52,097,548 shares of which Parent Class A Common Stock and no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other outstanding; (ii) 739,363 shares of Parent Class A Common Stock or held in the treasury of Parent; and (iii) 8,441,164 shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding shares of Parent Class A Common 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 October 19, 2016 of (x) the outstanding number of options to purchase Parent Common Stock (each, a “Parent Option”) reserved for issuance pursuant to certain of Parent’s compensation and benefit plans (such compensation and benefit plansthe Employee Stock Plan, the “1993 Stock Plan for Non-Employee Directors, and the Amended and Restated 1993 Stock Plan (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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b)above, as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of Parent or any securities or obligations convertible or exchangeable into or exercisable forare issued, or giving any Person a right to subscribe reserved 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 issuance or outstanding. All outstanding shares of capital stock of Parent does are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not have subject to preemptive rights. There are no outstanding any bonds, debentures, notes or other obligations the holders indebtedness or other securities of which have Parent having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of Parent on may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any matterkind 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 or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Other than pursuant to the Parent Stock Plans and the Citibank Equity Options Stock Buyback Program, there are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 100 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent, free and clear of any Lien.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 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 6,147,261,645 100,000 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 July 12, 2002: (i) 24,911,352 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and outstanding; (Bii) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other 52,600 shares of Parent Common Stock or in the aggregate were held by Parent and its subsidiaries in their treasuries; (iii) no shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding outstanding; and (iv) 3,631,506 shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. were reserved for issuance pursuant to the plans set forth in Section 5.2(b)(i3.02(c) of the Parent Disclosure Letter contains a correct and complete list as of October 19, 2016 of Schedule (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 planscollectively, the “"Parent Stock Plans”) and (y) the "), of which 3,357,000 shares are subject to outstanding number of employee stock options or other rights to purchase or receive Parent Common Stock (pursuant to deferred shares, performance shares and restricted stock units) granted under the Parent Stock Plans (each a “collectively, "Parent Employee Stock Options"). All outstanding shares of capital stock of Parent are, and all shares which may be issued (including the Bridge Preferred Stock and Parent Common Stock Unit”). From October 19, 2016 stock to the execution of this Agreement, Parent has not be issued any Parent Common Stock except pursuant to the exercise of Parent Options hereunder and the settlement Permanent Preferred Stock and the Conversion Shares issuable upon conversion thereof) will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, and free of Parent Common Stock Units outstanding restrictions on October 19, 2016 in accordance with their terms and, since October 19, 2016 to transfer other than restrictions on transfer under applicable state and federal securities laws and under the date of this Management Rights and Standstill Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b3.02(c), as except for changes since July 12, 2002 resulting from the issuance of shares of Parent Common Stock pursuant to the date of this AgreementParent Employee Stock Options, (x) there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell (A) any shares of capital stock or other equity voting securities of Parent, (B) any securities of Parent or any securities or obligations convertible into or exchangeable into or exercisable forfor shares of capital stock or voting securities of Parent and (C) any warrants, calls, options or giving any Person a right other rights to subscribe for or acquire from Parent or any of its Subsidiaries, any equity securities of ParentParent 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 (y) there are no outstanding obligations of Parent or any Parent subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither Parent nor any Parent subsidiary is a party to any voting or registration rights agreement with respect to the voting or registration of its Subsidiaries evidencing 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 capital stock or other voting securities or ownership interests in any Parent subsidiary, (B) warrants, calls, options or other rights are authorizedto acquire from Parent or any Parent subsidiary, issued and no obligation of Parent or outstandingany 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 (C) obligations of Parent or any Parent subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Parent subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Other than the Parent subsidiaries, Parent does not have outstanding directly or indirectly beneficially own any bonds, debentures, notes securities 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 beneficial ownership interests in any other entity. All outstanding shares of Parent on any matterCommon Stock and all outstanding Parent Employee Stock Options have been issued and granted in compliance with (i) 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 DGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Parent Material Contracts.

Capital Structure. (i) As of the date of this Agreement, the authorized capital stock of Parent consists of (A) 14,000,000,000 30,000,000 shares of common stock, par value $0.01 per share (the “Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued ”) and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 shares of preferred stock, par value $1.00 0.01 per share (the “Previously Authorized Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as . As of the date close of this Agreementbusiness on November 30, and no other 2006, (i) 12,307,596 shares of Parent Common Stock or were issued and outstanding, (ii) no shares of Previously Authorized Parent Preferred Stock were issued and outstanding on such date. All of the outstanding outstanding, (iii) 1,111,548 shares of Parent Common 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 October 19, 2016 of (x) the outstanding number of options to purchase Parent Common Stock (each, a “Parent Option”) were reserved for issuance pursuant to certain of Parent’s compensation the Employee Stock Purchase Plan, the 1997 Stock Option Plan, the 2004 Non-qualified Stock Option Plan, and benefit plans the 2005 Stock Option Employee Stock Purchase, Physician Stock Purchase and Stock Appreciation Rights Plan (such compensation and benefit plans, collectively, the “Parent Stock Plans”) and (yiv) the outstanding number 1,471,000 shares of rights to receive Parent Common Stock (pursuant were subject to deferred shares, performance outstanding options or other rights to purchase shares and restricted stock units) of Parent Common Stock granted under the Parent Stock Plans (each a the “Parent Stock Options”). Except as set forth above, as of the close of business on November 30, 2006, no shares of capital stock of, or other equity or voting interests in, Parent or options, warrants or other rights to acquire any such stock, securities or interests were issued, reserved for issuance or outstanding. During the period November 30, 2006, to the date of this Agreement (A) there have been no issuances by Parent or any of its Subsidiaries of shares of capital stock of, or other equity or voting interests in, Parent other than issuances of shares of 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 exercise of Parent Stock Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with such date as required by their terms and, since October 19, 2016 to as in effect on the date of this Agreement, and (B) there have been no issuances by Parent has not issued or any Parent Options of its Subsidiaries of options, warrants or other rights to acquire shares of capital stock of, or other equity or voting interests in, Parent. All outstanding shares of Parent Common Stock Unitsare, and all shares that may be issued pursuant to the Parent Stock Plans or upon conversion of the Parent Preferred Stock will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in this Section 5.2(b), as As of the date of this Agreement, there are no preemptive bonds, debentures, notes or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights indebtedness of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 Parentand, and except as set forth above, no securities or other instruments 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 value of which have is in any way based upon or derived from any capital or voting stock of Parent, in each case having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of Parent on or any matter.of its Subsidiaries may vote. Except as set forth above or as otherwise contemplated herein there are no securities, options, warrants, calls, rights, contracts or agreements of any kind to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, obligating Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, Parent or any of its Subsidiaries or obligating Parent or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, contract or agreement. As of the date of this Agreement, there are no irrevocable proxies and no voting agreements (other than the Voting Agreement) to which Parent is a party with respect to any shares of the capital stock of, or other equity or voting interests in, Parent or any of its Subsidiaries. The authorized limited liability membership interests of NHC/OP Sub are duly authorized, validly issued and held of record by NHC/OP. The partnership interests of NHC/OP are duly authorized and held of record by Parent and NHC-Delaware, Inc.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 500,000,000 shares of Parent Common Stockcommon stock, $.001, par value, and 60 shares of preferred stock, $.001 par value, of which 6,147,261,645 shares of Parent Common Stock there were issued and outstanding as of the close of business on October 19the date hereof, 2016, 439,403 shares of common stock and (B) 10,000,000 60 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other . The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid, and non-assessable, free of any liens or encumbrances. 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 after the date hereof, other than pursuant to the exercise of options outstanding as of such date under Parent’s 1998 Stock Option Plan initiated in July 1998 and the Parent’s 2000 Stock Option Plan initiated in September 2000 (together the “Parent Preferred Stock were issued and outstanding on such dateOption Plans”). All of the outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued and are issued, fully paid and nonassessablenon-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 or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound. Section 5.2(b)(i) As of the date hereof, Parent Disclosure Letter contains a correct has reserved 10,000 shares of common stock for issuance to employees, consultants and complete list as of October 19, 2016 of (x) the outstanding number of options to purchase Parent Common Stock (each, a “Parent Option”) directors 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”)Option Plans, of which no shares have been issued pursuant to option exercises or direct stock purchases, 252 shares are subject to outstanding, unexercised options, no shares are subject to outstanding stock purchase rights, and 9,748 shares are available for issuance thereunder. From October 19Since September 30, 2016 to the execution of this Agreement2006, Parent has not issued any or granted additional options under the Parent Common Stock except Option Plans. Except for (i) the rights created pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, and the Parent has not issued Stock Option Plans and (ii) Parent’s rights to repurchase any unvested shares under the Parent Options Stock Option Plans or Parent Common Stock Units. Except as set forth in this Section 5.2(b)the stock option agreements thereunder, as and (iii) warrants and convertible securities listed on Schedule 3.2 of the date of this AgreementParent Disclosure Schedule, there are no preemptive or other outstanding rights, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights agreements of any kind that obligate character to which Parent is a party or any of its Subsidiaries by which it is bound obligating Parent to issue issue, deliver, sell, repurchase or sell redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock or other equity securities of Parent or any securities or obligations convertible or exchangeable into or exercisable forobligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or giving otherwise amend or enter into any Person a right such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to subscribe for voting, purchase or acquire from sale of Parent’s capital stock (i) between or among Parent or and any of its Subsidiaries, any equity securities stockholders and (ii) to the best of Parent’s knowledge, between or among any of Parent’s stockholders. True and complete copies of all agreements and instruments relating to or issued under the Parent Stock Option Plans have been made available to Company and such agreements and instruments have not been amended, modified or supplemented, and there are no securities agreements to amend, modify or obligations supplement such agreements or instruments in any case from the form made available to Company. The shares of Parent Common Stock issued under the Parent Stock Option Plans have either been registered under the Securities Act or any of its Subsidiaries evidencing such rights are authorizedwere issued in transactions which qualified for exemptions under, issued either Section 4(2) of, or outstanding. Parent does not have outstanding any bondsRule 701 under, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable Securities Act for securities having the right to vote) with the stockholders of Parent on any matterstock issuances under compensatory benefit plans.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 290,000,000 shares of common stock, par value $0.01 per share, of Parent (“Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued ”) and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 20,000,000 shares of preferred stock, par value $1.00 0.01 per share (the “Parent Preferred Stock”). As of the Determination Date, (A) 117,695,169 shares of Parent Common Stock were issued and outstanding (which number includes no shares of Parent Preferred Common Stock are subject to vesting or other forfeiture conditions or repurchase by Parent (such shares, together with any similar shares issued and after May 1, 2015, the “Parent Restricted Stock”)), (B) no shares of Parent Common Stock were held by Parent in its treasury, (C) 1,079,646 shares of Parent Common Stock were subject to outstanding as options (other than rights under Parent’s Employee Stock Purchase Plan (such plan, the “Parent ESPP”)) to acquire shares of Parent Common Stock from Parent (the date “Parent Stock Options”), (D) 5,293,414 shares of this AgreementParent Common Stock were issuable upon settlement or vesting of outstanding, and no other restricted stock unit awards or performance stock unit awards (based on achievement of performance targets at the maximum level) payable in shares of Parent Common Stock or the value of which is determined with reference to the value of shares of Parent Common Stock, (E) 530,405 shares of Parent Common Stock were subject to outstanding rights under the Parent ESPP, (F) no shares of Parent Preferred Stock were issued or outstanding or held by Parent in its treasury, (G) 197,622 shares of Parent Common Stock subject to deferral instructions under Parent Director’s Restricted Stock Deferral Plan and outstanding (H) 39,661,164 shares of Parent Common Stock reserved for issuance under all Parent convertible notes, plus such number of shares of Parent Common Stock issuable under conversion adjustments as set forth in the applicable indentures. Except as set forth above, as of the Determination Date, Parent has no shares of Parent Common Stock, Parent Preferred Stock or other shares of capital stock reserved for and subject to issuance. Except as set forth above, at the close of business on such dateMay 1, 2015, no shares of capital stock or other voting securities of Parent were issued or outstanding. All of the outstanding shares of Parent Common Stock have been are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable. Section 5.2(b)(i) of the Parent Disclosure Letter contains a correct , not subject to preemptive rights 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 free 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights clear of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 matterLiens.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 1,500,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 shares of preferred stock, par value $1.00 0.001 per share (the “"Parent Preferred Stock”"). At the close of business on September 30, of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement2003, and no other (i) 589,645,080 shares of Parent Common Stock or were issued and outstanding, (ii) no shares of Parent Common Stock were held by Parent in its treasury, (iii) 137,986,873 shares of Parent Common Stock were reserved for issuance pursuant to the 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 which 85,925,216 shares of Parent Common Stock were subject to outstanding options to purchase shares of Parent Common Stock granted under the Parent Stock Plans ) and (iv) no 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitsoutstanding. Except as set forth above in this Section 5.2(b4.02(a), as at the close of the date of this Agreementbusiness on September 30, there are 2003, no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of the Parent or any securities or obligations convertible or exchangeable into or exercisable forwere issued, or giving any Person a right to subscribe reserved 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 issuance or outstanding. All outstanding shares of capital stock of Parent does are, and all shares which may be issued (including shares of Parent Common Stock to be issued in accordance with this Agreement) will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not have outstanding any subject to preemptive rights. Except as set forth above in this Section 4.02(a), there are no bonds, debentures, notes or other obligations the holders indebtedness of which have Parent having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of Parent on any mattermay vote.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists ----------------- of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 300,000,000 shares of Parent Common Stock and 1,000,000 shares of Parent's preferred stock, par value $.01 per share ("Parent Preferred Stock"), of which there were issued and outstanding as of the close of business on October 19May 20, 20161999, and (B) 10,000,000 116,741,621 shares of preferred stockParent Common Stock (before giving effect to the 2-for-1 split of Parent Common Stock which became effective on May 21, par value $1.00 per share (the “Parent Preferred Stock”), of which 1999) and no shares of Parent Preferred Stock Stock. 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 after May 20, 1999, other than shares issued pursuant to the Parent stock split described above and other than pursuant to the exercise of options outstanding as of such date under Parent's 1993 Stock Option Plan and 1996 Stock Incentive Plan (collectively, 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 dateOption Plans"). All of the outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued and are issued, fully paid and nonassessablenon-assessable and are free and clear 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 or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws, each as amended, of Parent or any agreement to which Parent is a party or by which it is bound. Section 5.2(b)(i) As of the close of business on May 20, 1999, Parent Disclosure Letter contains had reserved an aggregate of 17,704,144 shares of Common Stock for issuance to employees, consultants and directors pursuant to the Parent Stock Option Plans, of which 15,096,000 shares are subject to outstanding, unexercised options, and an aggregate of 675,000 shares are available for issuance under the Parent's 1996 Stock Purchase Plan. Parent has not issued or granted any stock appreciation rights or performance units under the Parent Stock Option Plans or otherwise. Except for (i) the rights created pursuant to this Agreement and the Parent Stock Option Plans (including options thereunder) and (ii) Parent's right to repurchase any unvested shares under the Parent Stock Option Plans, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Parent is a correct 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 capital stock of Parent 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. There are no contracts, commitments or agreements relating to voting, purchase or sale of Parent's capital stock between or among Parent and any of its stockholders. True and complete list as copies of October 19all material agreements and instruments relating to or issued under the Parent Stock Option Plans have been provided or made available to Company and such agreements and instruments have not been amended, 2016 modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form provided or made available to Company. All outstanding shares of (x) the outstanding number of Parent Common Stock and all options to purchase Parent Common Stock (each, a “Parent Option”) pursuant to certain of Parent’s compensation were issued in compliance with all applicable federal 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 state securities laws. The 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19to be issued pursuant to Section 1.6 hereof, 2016 when issued in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b)will be duly authorized, as of the date of this Agreementvalidly issued, there are no preemptive or other outstanding rightsfully paid and non-assessable, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights and free and clear of any kind that obligate Parent liens or any of its Subsidiaries to issue encumbrances other than liens or sell any shares of capital stock encumbrances created by or other 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 imposed upon 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 matterthereof.

Capital Structure. (i) As of the date of this Agreement, the authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 5,190,509,146 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19May 15, 20162014, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, 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 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 October 19May 15, 2016 2014 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 19May 15, 2016 2014 to the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19May 15, 2016 2014 in accordance with their terms and, since October 19May 15, 2016 2014 to the date execution of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as As of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 matter.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (Ai) 14,000,000,000 50,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share, of Parent (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of which 6,147,261,645 business on the date of this Agreement, (i) 4,695,139 shares of Parent Common Stock were issued and 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 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 outstanding, and (ii) no shares of Parent Common Stock have been duly authorized were held by Parent in its treasury. At the close of business on the date of this Agreement, warrants issued pursuant to the warrant agreement dated as of July 30, 2004, between Parent and validly American Stock Transfer & Trust Company (the “IPO Warrant Agreement”) to purchase 7,390,278 shares of Parent Common Stock (the “Parent Warrants”) were issued and outstanding. At the close of business on the date of this Agreement, 414,861 units were issued and outstanding, which such units consisted of 414,861 shares of Parent Common Stock and warrants to purchase 829,722 shares of Parent Common Stock. At the close of business on the date of this Agreement, options issued pursuant to advisory board agreements and a consulting agreement to purchase 60,000 shares of Parent Common Stock, in the aggregate, were issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of Parent Capital Stock are duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party. Except as set forth above or in the Section 5.2(b)(i4.03(a) of the Parent Disclosure Letter contains a correct and complete list as of October 19, 2016 of (x) the outstanding number of options except for an option granted to I-Bankers Securities Incorporated and Newbridge Securities Corporation or their affiliates 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 270,000 units (each a “Parent Common Stock Unit”). From October 19, 2016 to the execution unit consisting of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement one share of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, and two Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(bWarrants), as of the date of this Agreement, Agreement there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any of its Subsidiaries Merger Sub is a party (i) obligating Parent or Merger Sub to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent interests in, or any securities security convertible or obligations convertible exercisable for or exchangeable into any capital stock of or exercisable forother equity interest in, Parent or giving Merger Sub, (ii) obligating Parent or Merger Sub to issue, grant, extend or enter into any Person a such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to subscribe for receive any economic benefit or acquire right similar to or derived from the economic benefits and rights occurring to holders of Parent Capital Stock. As of the date of this Agreement, other than as set forth in the Parent Charter, the Underwriting Agreement, the IPO Warrant Agreement or the Trust Agreement, there are not any of its Subsidiaries, any equity securities of Parent, and no securities or outstanding contractual obligations of Parent or Merger Sub to repurchase, redeem or otherwise acquire any shares 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 capital stock of Parent on any matteror Merger Sub.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 200,000,000 shares of Parent Common StockStock and 5,000,000 shares of preferred stock, par value $0.01 per share. At the close of which 6,147,261,645 business on February 5, 2004 (or, in the case of clause (iv) below, on December 31, 2003), (i) 65,086,471 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Common Stock were held by Parent in its treasury, (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 (iv) 187,122 additional shares of Parent Common Stock were reserved for issuance pursuant to stock option plans of Parent. Except as of set forth above, at the close of business on October 19February 5, 20162004 (or, and in the case of clause (Biv) 10,000,000 shares of preferred stockin the immediately preceding sentence, par value $1.00 per share (the “Parent Preferred Stock”on December 31, 2003), of which no shares of capital stock or other voting securities of Parent Preferred Stock are issued and outstanding as of the date of this Agreementwere issued, reserved for issuance or outstanding, and since February 5, 2004, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock or shares issued upon the exercise of Parent Preferred 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 issued and outstanding on such datenot granted in tandem with a related Parent Employee Stock Option. All of the outstanding shares of Parent Common Stock have been are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable. Section 5.2(b)(i) 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 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 plansNRS, the “Parent Stock Plans”) and (y) the outstanding number of rights to receive Parent Common Stock (pursuant to deferred sharesCharter, performance shares and restricted stock units) under the Parent Stock Plans (each By-laws or any Contract to which Parent is a “Parent Common Stock Unit”)party or otherwise bound. From October 19There are not any bonds, 2016 to the execution of this Agreementdebentures, Parent has not issued any Parent Common Stock except pursuant to the exercise notes or other indebtedness of Parent Options and having the settlement 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 Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, may vote ("Voting Parent has not issued any Parent Options or Parent Common Stock UnitsDebt"). Except as set forth in this Section 5.2(b)above, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any Parent Subsidiary is a party or by which any of its Subsidiaries them is bound (i) obligating Parent or any Parent Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any securities Parent Subsidiary or obligations convertible or exchangeable into or exercisable forany Voting Parent Debt, or giving any Person a right to subscribe for or acquire from (ii) obligating 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) 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 its SubsidiariesParent Common Stock. As of the date of this Agreement, there are not any equity securities of Parent, and no securities or outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares 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 capital stock of Parent on or any matterParent Subsidiary.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of the Parent consists of (A) 14,000,000,000 100,000,000 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 shares of preferred stock, par value $1.00 0.001 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as share. As of the date of this Agreement, and no other Agreement (a) 175,198 shares of Parent Common Stock or are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no 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 or preferred stock are fully paid and nonassessable. Section 5.2(b)(i) of held by 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitsits treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in this Section 5.2(bviolation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). There are not any options, as warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any Voting Parent Debt, (b) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this Agreement, there are no preemptive not any outstanding contractual obligations of the Parent to repurchase, redeem or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell otherwise acquire any shares of capital stock or other 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 the 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 matter.

Capital Structure. As of June 30, 1997: (i) As of the date of this Agreement, the authorized capital stock of Parent consists consisted of 300,000,000 shares of Parent Common Stock and 60,000,000 shares of Preferred Stock, par value $1.50 per share, of Parent (A"Parent Preferred Shares"), (ii) 14,000,000,000 243,079,485 shares of Parent Common Stock, and 2,317,701 shares of Parent Preferred Shares (all of which 6,147,261,645 are shares in the series designated 7% Convertible Preferred Stock) were issued and outstanding, and (iii) stock options to acquire 4,630,068 shares of Parent Common Stock (the "Parent Stock Options") were outstanding under all stock option plans of Parent (collectively, the "Parent Stock Plans"). All the issued and 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 capital stock of Parent Preferred Stock are issued validly issued, fully paid and outstanding as nonassessable and free of preemptive rights. All the date of this Agreement, and no other shares of Parent Common Stock or reserved for issuance in exchange for shares of Parent Preferred Company Common Stock were issued at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and outstanding on such datenonassessable and free of preemptive rights. All of Since June 30, 1997 to the outstanding date hereof, no shares of Parent's capital stock have been issued, except Parent Common 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 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 exercise of Parent Stock Options or upon conversion of shares of 7% Convertible Preferred Stock. Except for (i) Parent Stock Options, (ii) 2,317,701 shares of 7% Convertible Preferred Stock of Parent, (iii) 4,500,000 shares of 6% Convertible Monthly Income Preferred Securities, Series A, of American General Delaware, L.L.C. and (iv) the settlement of Series A Junior Participating Preferred Stock Purchase Rights attached to the Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangementssubscriptions, calls, rights, convertible securities or other agreements or commitments obligating Parent to issue, transfer, sell, redeem, repurchase or rights otherwise acquire any shares of any kind that obligate its capital stock. Parent or has delivered to the Company a complete and correct copy of the Rights Agreement, dated as of July 29, 1989, as amended and supplemented as of the date hereof (the "Parent Rights Agreement") relating to the Series A Junior Preferred Stock Purchase Rights issued thereunder. Neither Parent nor any of its Subsidiaries to issue or sell any shares of capital stock or other 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 has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterVoting Debt.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 140,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 shares of preferred stock, par value $1.00 0.01 per share (the “Parent Preferred Stock”). At the close of business on July 15, of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement2005, and no other (i) 71,901,863 shares of Parent Common Stock or were issued and outstanding, (ii) 1,219,807 shares of Parent Common Stock were reserved for issuance (including shares underlying outstanding stock options and shares available for future grant) pursuant to the 1994 Stock Incentive Plan, 1997 Stock Incentive Plan, as amended, 1993 Nonemployee Director Stock Option Plan, Deferred Compensation Plan for Nonemployee Directors, 1999 Nonemployee Director Stock Option Plan, as amended, Amended and Restated Employee Stock Purchase Plan (collectively, the “Parent Stock Plans”), (iii) 8,269,946 shares of Parent Common Stock were reserved for issuance upon conversion of the Senior Subordinated Convertible Notes due 2024 and (iv) no 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitsoutstanding. Except as set forth above in this Section 5.2(b4.02(a), as at the close of the date of this Agreementbusiness on July 15, there are 2005, no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of Parent or any securities or obligations convertible or exchangeable into or exercisable forwere issued, or giving any Person a right to subscribe reserved 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 issuance or outstanding. All outstanding shares of capital stock of Parent does are, and all shares which may be issued (including shares of Parent Common Stock to be issued in accordance with this Agreement) will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not have outstanding any subject to preemptive rights. Except for the Senior Subordinated Convertible Notes due 2024, there are no bonds, debentures, notes or other obligations the holders indebtedness of which have Parent having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of Parent on any mattermay vote.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 250,000,000 shares of Parent Common Stock and 5,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of which 6,147,261,645 business on December 31, 2016, (i) 82,651,243 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19outstanding, 2016, and (Bii) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of 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 or outstanding, (iii) 73,583,172 shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(iwere held by Parent in its treasury, (iv) 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 6,362,524 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 exercise of Parent Options and the settlement of Parent Common Stock Units were reserved and available for issuance pursuant to the Parent Stock Plans, of which 0 shares were issuable upon exercise of outstanding Parent Stock Options, (v) 710,663 shares of Parent Common Stock were reserved for issuance upon the vesting of Parent RSUs, (vi) 555,707 shares of Parent Common Stock were reserved for issuance upon vesting of Parent PSUs, (vii) 1,342,568 shares of Parent Common Stock were reserved for issuance upon vesting of Parent SARs, (viii) 106,869 shares of Parent Common Stock were reserved for issuance upon release of Parent CSEs, and (ix) 907,503 shares of Parent Common Stock were reserved for issuance pursuant to Parent’s 2011 Employee Stock Purchase Plan (the “Parent ESPP”). Except as set forth in this Section 3.03(a), at the close of business on October 19December 31, 2016 in accordance with their terms and2016, since October 19no shares of capital stock or voting securities of, or other equity interests in, Parent were issued, reserved for issuance or outstanding. From the close of business on December 31, 2016 to the date of this Agreement, there have been no issuances by Parent has not issued any of shares of capital stock or voting securities of, or other equity interests in, Parent Options or other than the issuance of Parent Common Stock Unitsupon the exercise of Parent Stock Options outstanding at the close of business on December 31, 2016, and issuances pursuant to rights under the Parent Stock Plans, in each case in accordance with their terms in effect as of December 31, 2016. Except as set forth above in this Section 5.2(b), as of 3.03 or pursuant to the date terms of this Agreement, there are no preemptive 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, (x) any capital stock of Parent or any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other outstanding rightsequity interests in, optionsParent or any Parent Subsidiary, (y) any warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments options or other rights of any kind that obligate to acquire from Parent or any Parent Subsidiary, or any other obligation of its Subsidiaries Parent or any Parent Subsidiary to issue issue, deliver or sell 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 Capital Stock or any shares of capital stock of any Parent Subsidiary, the value of Parent, any Parent Subsidiary or other equity securities any part 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 Subsidiary or any dividends or other distributions declared or paid on any shares of its Subsidiaries, any equity securities of Parent, and no securities or obligations capital stock 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 matterSubsidiary.

Capital Structure. (a) The authorized capital stock of Ashland consists of 300,000,000 shares of Common Stock and 30,000,000 shares of Cumulative Preferred Stock (“Ashland Preferred Stock” and, together with the Ashland Common Stock, the “Ashland Capital Stock”). At the close of business on February 29, 2004, (i) 69,599,791 shares of Ashland Common Stock were issued and outstanding, (ii) 9,926,276 shares of Ashland Common Stock were reserved for issuance pursuant to Ashland Stock Plans (as defined in Section 14.02) and (iii) 500,000 shares of Series A Participating Cumulative Preferred Stock (“Ashland Series A Preferred Stock”) were reserved for issuance in connection with the rights (the “Ashland Rights”) issued pursuant to the Rights Agreement dated as of May 16, 1996 (as amended from time to time, the “Ashland Rights Agreement”), between Ashland and National City Bank, as Rights Agent. Except as set forth above, at the close of business on February 29, 2004, no shares of capital stock or other voting securities of Ashland were issued, reserved for issuance or outstanding. There are no outstanding Ashland SARs (as defined in Section 14.02) that were not granted in tandem with a related Ashland Employee Stock Option. No shares of Ashland Capital Stock are held by Ashland as treasury stock. All outstanding shares of Ashland Capital Stock are, and all such shares that may be issued prior to the Closing will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the KBCA, the Ashland Charter, the Ashland By-laws or any Contract (as defined in Section 6.05(a)) to which Ashland is a party or otherwise bound. As of the date of this Agreement, there are not any bonds, debentures, notes or other indebtedness of Ashland having the authorized capital stock right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Ashland Common Stock were issued and outstanding as of the close of business on October 19, 2016, and may vote (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of 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 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 UnitVoting Ashland Debt”). From October 19None of HoldCo, 2016 to the execution New Ashland Inc. or New Ashland LLC owns or holds any shares of this Agreement, Parent has not issued Ashland Capital Stock or any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsVoting Ashland Debt. Except as set forth in this Section 5.2(b)above, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate Parent to which Ashland or any Ashland Subsidiary is a party or by which any of its Subsidiaries them is bound (i) obligating Ashland or any Ashland Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent interests in, or any securities security convertible or obligations convertible exercisable for or exchangeable into any capital stock of or exercisable forother equity interest in, or giving any Person a right to subscribe for or acquire from Parent Ashland or any of its Subsidiaries, any equity securities of Parent, and no securities or obligations of Parent Ashland Subsidiary or any Voting Ashland Debt or (ii) obligating Ashland or any Ashland Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of its Subsidiaries evidencing such rights the date of this Agreement, there are authorizednot any outstanding contractual obligations or commitments of Ashland or any Ashland Subsidiary to repurchase, issued redeem or outstanding. Parent does not have outstanding otherwise acquire any bonds, debentures, notes shares of capital stock of Ashland 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 matterAshland Subsidiary.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 1,250,000,000 shares of Parent Common Stock and 25,000,000 shares of preferred stock, without par value (together with the Parent Common Stock, the "Parent Capital Stock"). At the close of which 6,147,261,645 business on November 18, 1998, (i) 254,359,353 shares of Parent Common Stock and 803,346.643 shares of Series B ESOP Convertible Preferred Stock of Parent were issued and outstanding, (ii) 15,900 shares of Parent Common Stock were issued and outstanding held by Parent in its treasury, (iii) as of the close of business on October 1930, 20161998, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other 7,431,499 shares of Parent Common Stock or shares of Parent Preferred Stock were issued and reserved for issuance pursuant to 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 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) granted under the Parent Stock Plans (each a “as defined in Section 6.04), (iv) 1,600,000 shares of Series A Junior Participating Preferred Stock of Parent Common Stock Unit”). From October 19, 2016 to were reserved for issuance in connection with the execution of this Agreement, rights (the "Parent has not Rights") issued any Parent Common Stock except pursuant to the exercise Rights Agreement dated as of February 14, 1990 (as amended from time to time, the "Parent Options Rights Agreement"), between Parent and the settlement ChaseMellon Shareholder Services, L.L.C., as Rights Agent and (v) 72,904 shares of Parent Common Stock Units outstanding on October 19, 2016 remain reserved for issuance in accordance connection with their terms and, since October 19, 2016 to the date Parent's previous acquisitions of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsXxx'x Incorporated and of Eckerd Corporation. Except as set forth above, at the close of business on November 18, 1998, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and no securities of Parent or any Parent Subsidiary convertible into or exchangeable for, shares of capital stock, Voting Parent Debt (as defined below) or other voting securities of the Parent were issued, reserved for issuance or outstanding, reserved for issuance or outstanding. There are no outstanding Parent SARs (as defined in Section 6.04) that were not granted in tandem with a related Parent Employee Stock Option. All outstanding shares of Parent Capital Stock are, and all such shares that may be issued prior to the Effective Time or pursuant to this Section 5.2(bAgreement will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote ("Voting Parent Debt"). Except as set forth above, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion calls, rights (including preemptive rights), convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any Parent Subsidiary is a party or by which any of its Subsidiaries them is bound (i) obligating Parent or any Parent Subsidiary to issue issue, deliver or sell any sell, purchase, redeem or acquire or cause to be issued, delivered or sold, or purchased, redeemed or acquired additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Voting Parent Debt or other voting 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 (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of its Subsidiariesthe date of this Agreement, there are not any equity securities of Parent, and no securities or outstanding contractual obligations of Parent or any Parent Subsidiary to repur chase, redeem or otherwise acquire any shares of its Subsidiaries evidencing such rights are authorized, issued or outstandingcapital stock of Parent. Parent does not have outstanding any bonds, debentures, notes or other obligations has made available to the holders Company a complete and correct copy of which have the right Parent Rights Agreement as amended to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders date of Parent on any matterthis Agreement.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 3,000,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 shares of preferred stock, par value $1.00 0.001 per share (the “"Parent Preferred Stock”"). At the close of business on June 24, of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement2005, and no other (i) 1,255,097,891 shares of Parent Common Stock or were issued and outstanding, (ii) no shares of Parent Common Stock were held by Parent in its treasury, (iii) 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 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 which 177,175,007 shares of Parent Common Stock were subject to outstanding stock options) and (iv) no 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitsoutstanding. Except as set forth above in this Section 5.2(b4.02(a), as at the close of the date of this Agreementbusiness on June 24, there are 2005, no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of Parent or any securities or obligations convertible or exchangeable into or exercisable forwere issued, or giving any Person a right to subscribe reserved 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 issuance or outstanding. All outstanding shares of capital stock of Parent does are, and all shares which may be issued (including shares of Parent Common Stock to be issued in accordance with this Agreement) will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not have outstanding any subject to preemptive rights. Except as set forth above in this Section 4.02(a), there are no bonds, debentures, notes or other obligations the holders indebtedness of which have Parent having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of Parent on any mattermay vote.

Capital Structure. (ia) As of the date of this Agreementhereof, the authorized share capital stock of Parent consists is $9,999,900 comprised of (A) 14,000,000,000 999,990,000 ordinary shares with a par value of $0.01 per share. As of March 10, 1998, 84,653,719 Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock Shares were issued and outstanding (other than Parent Shares issued upon the exercise of Parent Options (as defined herein) since March 10, 1998 and excluding 27,594,800 Parent Shares held in Treasury) and (ii) additional Parent Shares were reserved for issue upon exercise of the rights (the "Parent Rights") distributed to the holders of Parent Shares pursuant to the Rights Agreement dated as of the close of business on October 19December 1, 2016, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share 1996 (the “"Parent Preferred Stock”Rights Agreement"), of which no shares of between Parent Preferred Stock are issued and outstanding Mellon Securities Trust Company, 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 nonassessableRights Agent. Section 5.2(b)(i4.3(a) of the Parent Disclosure Letter contains a correct and complete list sets forth, as of October 19the date hereof, 2016 of (x) 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 outstanding aggregate the maximum number of options to purchase Parent Common Stock (eachand share appreciation rights outstanding, a “Parent Option”) pursuant to certain of Parent’s compensation and benefit plans (such compensation the class 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 Shares reserved for issue pursuant to the exercise of plan, arrangement or agreement (such options and rights being herein collectively referred to as the "Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsOptions"). Except as set forth in this Section 5.2(b)4.3 or in Section 4.3(a) of the Parent Disclosure Letter, as of the date of this Agreementhereof, there (i) no Parent Shares have been issued and are no preemptive outstanding except for subsequent issues, if any, pursuant to reservations, share option agreements or other outstanding rightsEmployee Benefit Plans existing on the date hereof, optionsand (ii) Parent and its Subsidiaries have not issued or granted any option, warrantswarrant, conversion rightsconvertible 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 such date. Except as set forth in this Agreement or Section 4.3(a) of the Parent Disclosure Letter, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments Parent is not subject to any obligation (contingent or rights of any kind that obligate Parent otherwise) to purchase or otherwise acquire or retire or register for public sale any of its Subsidiaries to issue or sell any shares of capital stock or other 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 mattersecurities.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of of: (Ax) 14,000,000,000 300,000,000 shares of Parent Common Stock, of which 6,147,261,645 (1) 128,623,829 shares of Parent Common Stock (excluding treasury shares) were issued and outstanding outstanding, and (2) 57,733,277 shares were held by Parent as treasury shares, in each case as of the close of business on October 19February 12, 20162007 (the “Parent Cut-Off Date”), and (By) 10,000,000 shares of preferred stock, par value $1.00 0.01 per share (the “Parent Preferred Stock”), none of which no shares of Parent Preferred Stock are issued and were 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 nonassessable. Parent has no Parent Common Stock or Parent Preferred Stock reserved for issuance, except for shares of Parent Common Stock reserved for issuance pursuant to the Rights Agreement and that as of the Parent Cut-Off Date, there were an aggregate of 10,078,192 shares of Parent Common Stock reserved for issuance pursuant to certain Parent stock-based compensation and benefit plans (the “Parent Stock Plans”). Section 5.2(b)(i) of the Parent Disclosure Letter contains a correct and complete list as of October 19close of business on February 12, 2016 2007 of (xA) the outstanding number of outstanding options to purchase Parent Common Stock (each, a “Parent Option”) pursuant to certain under the Parent Stock Plans and (B) the number of Parent’s compensation and benefit plans (such compensation and benefit plansoutstanding rights, including those issued under the “Parent Stock Plans”) and (y) , to receive, or rights the outstanding number value of rights to receive which is determined by reference to, Parent Common Stock (pursuant to deferred shares, performance shares including restricted stock and restricted stock units) under the Parent Stock Plans (each a “Parent Common Stock Unit”). From October 19, 2016 the Parent Cut-Off Date to the execution date of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 the Parent Cut-Off Date in accordance with their terms andterms, since October 19, 2016 and from the Parent Cut-Off Date to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. All outstanding grants of Parent Common Stock and Parent Common Stock Units were made under the Parent Stock Plans. Each of the outstanding shares of capital stock or other securities of each of Parent’s Significant Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable and owned by Parent or by a direct or indirect wholly-owned Subsidiary of Parent, free and clear of any Lien. Except as set forth in this Section 5.2(b), as ) or in Section 5.2(b)(ii) of the date of this AgreementParent Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities or ownership interests 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 acquire, any securities or ownership interests of 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. Upon any issuance of any Parent Common Stock in accordance with the terms of the Parent Stock Plans, such Parent Common Stock will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Lien. 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 shareholders of Parent on any matter. To the Knowledge of Parent, as of the date of this Agreement, no Person or group beneficially owns 5% or more of Parent’s outstanding voting securities, with the terms “group” and “beneficially owns” having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Capital Structure. (a) The authorized capital stock of Ashland consists of 300,000,000 shares of Common Stock and 30,000,000 shares of Cumulative Preferred Stock ("Ashland Preferred Stock" and, together with the Ashland Common Stock, the "Ashland Capital Stock"). At the close of business on February 29, 2004, (i) 69,599,791 shares of Ashland Common Stock were issued and outstanding, (ii) 9,926,276 shares of Ashland Common Stock were reserved for issuance pursuant to Ashland Stock Plans (as defined in Section 14.02) and (iii) 500,000 shares of Series A Participating Cumulative Preferred Stock ("Ashland Series A Preferred Stock") were reserved for issuance in connection with the rights (the "Ashland Rights") issued pursuant to the Rights Agreement dated as of May 16, 1996 (as amended from time to time, the "Ashland Rights Agreement"), between Ashland and National City Bank, as Rights Agent. Except as set forth above, at the close of business on February 29, 2004, no shares of capital stock or other voting securities of Ashland were issued, reserved for issuance or outstanding. There are no outstanding Ashland SARs (as defined in Section 14.02) that were not granted in tandem with a related Ashland Employee Stock Option. No shares of Ashland Capital Stock are held by Ashland as treasury stock. All outstanding shares of Ashland Capital Stock are, and all such shares that may be issued prior to the Closing will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the KBCA, the Ashland Charter, the Ashland By-laws or any Contract (as defined in Section 6.05(a)) to which Ashland is a party or otherwise bound. As of the date of this Agreement, there are not any bonds, debentures, notes or other indebtedness of Ashland having the authorized capital stock right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent consists Ashland Common Stock may vote ("Voting Ashland Debt"). None of (A) 14,000,000,000 HoldCo, New Ashland Inc. or New Ashland LLC owns or holds any shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued and 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 Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other shares of Parent Common Ashland Capital 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsVoting Ashland Debt. Except as set forth in this Section 5.2(b)above, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate Parent to which Ashland or any Ashland Subsidiary is a party or by which any of its Subsidiaries them is bound (i) obligating Ashland or any Ashland Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent interests in, or any securities security convertible or obligations convertible exercisable for or exchangeable into any capital stock of or exercisable forother equity interest in, or giving any Person a right to subscribe for or acquire from Parent Ashland or any of its Subsidiaries, any equity securities of Parent, and no securities or obligations of Parent Ashland Subsidiary 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 matter.Voting Ashland Debt or

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent Target consists of (A) 14,000,000,000 70,000,000 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Target Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 500,000 shares of preferred stock, par value $1.00 per share share, of Target (the “Parent "Target Authorized Preferred Stock”"). As of April 30, 2001, (i) 28,877,784 shares of which Target Common Stock were issued and outstanding; (ii) 3,085,609 shares of Target Common Stock were held by Target in its treasury; (iii) no shares of 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 Target Authorized Preferred Stock were issued and outstanding on such date. All of the outstanding outstanding; (iv) 1,824,322 shares of Parent Target Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(iwere subject to outstanding stock options (collectively, "Target Stock Options") 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) granted under the Parent Target Stock Plans (each a “Parent Common as defined below); and (v) 5,000 shares of Series A Junior Participating Preferred Stock Unit”). From October 19, 2016 were reserved for issuance in connection with the rights (the "Rights") to the execution purchase shares of this Agreement, Parent has not Series A Junior Participating Preferred Stock issued any Parent Common Stock except pursuant to the Renewed Rights Agreement dated as of July 30, 1997 (the "Rights Agreement") between Target and BankBoston, N.A. Except as set forth above and except for shares of Target Common Stock issued upon the exercise of Parent Options stock options referenced above subsequent to the close of business on April 30, 2001 and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 prior to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there no shares of capital stock or other voting securities of Target were issued, reserved for issuance or outstanding. There are no preemptive outstanding stock appreciation rights ("SARs") or rights (other than the Target Stock Options, restricted shares and restricted units) to receive shares of Target Common Stock on a deferred basis or other outstanding rightsrights linked to the value of shares of Target Common Stock granted under the stock plans listed in Section 3.01(c) of the Target Disclosure Schedule (such plans, optionscollectively, warrantsthe "Target Stock Plans"). Outstanding Target Stock Options, conversion rightsare evidenced by stock option agreements and restricted stock purchase agreements in forms provided to Parent prior to the date of this Agreement, and no stock appreciation rightsoption agreement or restricted stock purchase agreement contains terms that are inconsistent with such forms. No bonds, redemption rightsdebentures, repurchase rightsnotes or other indebtedness of Target having the right to vote (or convertible into, agreementsor exchangeable for, arrangements, calls, commitments or rights securities having the right to vote) on any matters on which stockholders of any kind that obligate Parent Target or any of its Subsidiaries subsidiaries may vote are issued or outstanding or subject to issue issuance. All outstanding shares of capital stock of Target are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens (other than Liens created by or sell imposed upon the holders thereof) and not subject to preemptive rights. Except as set forth in this Section 3.01(c) (including pursuant to the conversion or exercise of the securities referred to above), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other equity voting 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 Target or any of its Subsidiaries, any equity subsidiaries (other than shares of capital stock or other voting securities of Parentsuch subsidiaries that are directly or indirectly owned by Target), and no (B) any securities or obligations of Parent Target 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 subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities having of, or other ownership interests in, Target or any of its subsidiaries or (C) any warrants, calls, options or other rights to acquire from Target or any of its subsidiaries, and no obligation of Target or any of its subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, Target or any of its subsidiaries and (y) there are not any outstanding obligations of Target or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Target is not a party to any voting agreement with respect to the right to vote) with voting of any such securities. Other than the stockholders of Parent on capital stock of, or other equity interests in, its subsidiaries, Target does not directly or indirectly beneficially own any mattersecurities or other beneficial ownership interests in any other entity.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 265,000,000 shares of common stock, par value $0.10 per share, of Parent (“Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued ”) and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 30,000,000 shares of preferred stock, par value $1.00 0.10 per share (the “Parent Preferred Stock”). At the close of business on October 29, of which no 2014, (i) (A) 84,554,107 shares of Parent Preferred Common Stock are were issued and outstanding as (which number includes 1,551,305 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 October 29, 2014, the date “Parent Restricted Stock”)) and (B) 22,482,000 shares of this AgreementParent Common Stock were held by Parent in its treasury, and no (ii) 3,390,172 shares of Parent Common Stock were subject to outstanding options (other than rights under Parent’s Employee Stock Purchase Plan (such plan, the “Parent ESPP”)) to acquire shares of Parent Common Stock from Parent (the “Parent Stock Options”), (iii) 1,055,735 shares of Parent Common Stock were issuable upon settlement or vesting of outstanding, restricted stock unit awards or performance share awards payable in shares of Parent Common Stock or the value of which is determined with reference to the value of shares of Parent Common Stock, (iv) 1,483,646 shares of Parent Common Stock were subject to outstanding rights under the Parent ESPP and (v) no shares of Parent Preferred Stock were issued and or outstanding or held by Parent in its treasury. Except as set forth above, at the close of business on such date. All of the outstanding October 29, 2014, no shares of capital stock or other voting securities of Parent Common Stock have been duly authorized and validly were issued and are fully paid and nonassessableor outstanding. Section 5.2(b)(i) of the Parent Disclosure Letter contains a correct and complete list as of October 19Since December 31, 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 Agreement2013, Parent has not issued declared or paid any Parent Common Stock except pursuant to the exercise dividend or declared or made any distribution on any of Parent Options and the settlement of Parent Common Stock Units outstanding on its capital stock. Since October 1929, 2016 in accordance with their terms and, since October 19, 2016 2014 to the date of this Agreement, (x) there have been no issuances by Parent has not issued any Parent Options of shares of capital stock or other voting securities of Parent, other than issuances of shares of Parent Common Stock Unitspursuant to the exercise of Parent Stock Options outstanding as of October 29, 2014 or the vesting or settlement of awards under the Parent Stock Plans and (y) there have been no issuances by Parent of options, 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 rights pursuant to the Parent ESPP. All outstanding shares of Parent Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights. 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 Stock may vote (“Voting Parent Debt”). Except for any obligations pursuant to this Agreement, the Parent ESPP, or as otherwise set forth in this Section 5.2(babove, as of October 29, 2014, there are no options, warrants, rights (including preemptive, conversion, stock appreciation, redemption or repurchase rights), as 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 shares of capital stock or other securities of, or equity interests in, or any security convertible or exchangeable for any capital stock 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 or (3) that give any person the right to subscribe for or acquire any securities of Parent or any of its Subsidiaries, or to receive any economic interest of a nature accruing to the holders of Parent Common Stock or otherwise based on the performance or value of shares of capital stock of Parent or any of its Subsidiaries. As of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 authorizedto repurchase, issued redeem or outstanding. otherwise acquire any shares of capital stock, other than pursuant to the Parent does not have outstanding any bondsStock Plans, debenturesor options, notes warrants or other obligations the holders rights to acquire shares of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders capital stock of Parent on or any mattersuch Subsidiary other than as described above.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 1,300,000,000 shares of Parent Common Stock and 69,900,000 shares of preferred stock, par value $0.01 per share. The authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock, par value $0.01 per share. From the date hereof until immediately prior to the Merger, all of which 6,147,261,645 the capital stock or other equity interests of Merger Sub shall be owned, directly or indirectly, by Parent. As of the close of business on October 25, 2023, (A) (i) 723,912,487 shares of Parent Common Stock were issued and outstanding as of (including the close of business on October 19, 2016, and shares subject to Parent Restricted Stock Awards included in clause (Biii) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”below), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other (ii) 25,222,249 shares of Parent Common Stock or were reserved for issuance pursuant to future awards under the Parent Management Incentive Plan, the Parent 2003 Stock Incentive Award Plan, the Parent 2012 Incentive Award Plan, the Parent 2021 Incentive Award Plan and the Parent Dividend Reinvestment and Stock Purchase Plan (collectively, the “Parent Equity Plans”), (iii) 355,097 shares of Parent Preferred Common Stock were subject to Parent Restricted Stock Awards, (iv) 1,064,176 shares of Parent Common Stock were subject to Parent Performance Share Awards (assuming maximum performance for any such awards that are subject to performance-based vesting), (v) 50,330 shares of Parent Common Stock were subject to Parent RSU Awards, (vi) 45,379 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent Stock Options, (vii) 2,333 shares of Parent Common Stock were subject to Parent DSU Awards and (viii) no shares of Parent Common Stock were held by Subsidiaries of Parent and (B) no shares of Parent preferred stock were issued and outstanding on such dateoutstanding. All of the outstanding shares of Parent Common 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 non-assessable and complete list as of October 19, 2016 of (x) the outstanding number of options not subject 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 matter.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 70,000,000 shares of Parent Common Capital Stock, $0.001 par value, of which 6,147,261,645 10,873,750 shares of Parent Common Capital Stock were are issued and outstanding prior to the cancellation of 9,773,750 Capital Shares of Parent as set forth in 4.09 hereof. At Closing, immediately prior to the issuance of the close Merger Consideration to the LLC Unit Holders, the Parent will have 1,100,000 shares of business on October 19, 2016, the Capital Stock outstanding. The authorized capital stock of Dissolving Corporation consists of eighteen million (18,000,000) shares of Capital Stock and no preferred stock of which eighteen million (B18,000,000) 10,000,000 will be issued to the LLC Unit Holders and cancelled in exchange for eighteen million (18,000,000) shares of Capital Stock of Parent. The Parent is also authorized to issue 5,000,000 shares of preferred stock, $0.001 par value $1.00 per share (the “Parent Preferred Stock”)value, none of which no shares of Parent Preferred Stock are is 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitsoutstanding. Except as set forth herein, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in this Section 5.2(b)compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, as debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) of the date of this Agreement, there Parent. There are no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent is a party or by which any of them is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of Parent or any of its Subsidiaries subsidiaries or obligating Parent or any of its subsidiaries to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any securities of its subsidiaries or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from obligating Parent or any of its Subsidiariessubsidiaries to issue, grant, extend or enter into any equity securities of Parentsuch security, and option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no securities outstanding contractual obligations, commitments, understandings or obligations arrangements of Parent or any of its Subsidiaries evidencing such rights are authorizedsubsidiaries to repurchase, issued redeem or outstanding. Parent does not have outstanding otherwise acquire or make any bonds, debentures, notes payment in respect of any shares of capital stock 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 Securities of Parent on or any matterof its subsidiaries.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 350,000,000 shares of Parent Common Stock, of which 6,147,261,645 250,637,386 shares of Parent Common Stock were issued and outstanding and 260,536 shares were held in treasury as of the close of business on October 19September 7, 20161999, and (B) 10,000,000 300,000 shares of preferred stockPreferred Stock, no par value $1.00 per share (the “"Parent Preferred Stock”Shares"), of which no shares of Parent Preferred Stock are issued and were 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 datehereof. All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued and are issued, fully paid and nonassessable. As of the date of this Agreement, other than Parent Common Stock subject to issuance as set forth below, Parent has no shares of Parent Common Stock or Parent Preferred Shares reserved for or subject to issuance. As of September 7, 1999, there were not more than 5,344,999 shares of Parent Common Stock that Parent was obligated to issue pursuant to the Parent's stock plans, each of which plans is listed in Section 5.2(b)(i5.2(b) 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 planscollectively, 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b)above, as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other 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 Subsidiariesacquire, any equity securities of Parent, and no securities or obligations of Parent or any of its Subsidiaries obligation evidencing such rights are authorized, issued or outstanding. As of the date of this Agreement, Parent does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Capital Structure. (i) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 120,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 5,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”"PARENT PREFERRED STOCK"). At the close of business on July 3, of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement2003, and no other (A) 29,550,371 shares of Parent Common Stock or were issued and outstanding and no shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding or outstanding; (B) 780,663 shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(i) of the were reserved for issuance by 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 options or stock awards granted under Parent’s compensation and benefit plans (such compensation and benefit 's stock plans, the “Parent Stock Plans”(C) and (y) the outstanding number of rights to receive Parent Common Stock (pursuant to deferred shares, performance 2,007,864 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 exercise of Parent Options and the settlement of Parent Common Stock Units were reserved for issuance pursuant to options or stock awards not yet granted under Parent's stock plans, (D) no shares of Parent Common Stock were reserved for issuance pursuant to outstanding warrants, and (E) 2,359,148 shares of Parent Common Stock were held by Parent in its treasury. Parent has no outstanding SARs. The Parent Common Stock is listed on the Nasdaq National Market. Except as set forth above, no shares of capital stock or other equity or voting securities of Parent are reserved for issuance or are outstanding. All outstanding shares of capital stock of Parent are, and all such shares of the Parent Common Stock issuable upon the exercise of stock options or stock awards will be when issued thereunder, validly issued, fully paid and nonassessable and not subject to preemptive rights. No capital stock has been issued by Parent since the Parent Balance Sheet Date (as defined in SECTION 3.2(g)), other than Parent Common Stock issued pursuant to options outstanding on October 19, 2016 or prior to such date in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitsat such date. Except as set forth in this Section 5.2(b)for options described above described above, as of the date of this Agreement, hereof there are no preemptive outstanding or other outstanding rightsauthorized securities, options, warrants, conversion calls, rights, stock appreciation rightscommitments, redemption rights, repurchase preemptive rights, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any of its the Parent Subsidiaries is a party, or by which any of them is bound, obligating Parent or any of the Parent Subsidiaries to issue issue, deliver or sell sell, or cause to be issued, delivered or sold, any shares of capital stock or other equity or voting securities of of, or other ownership interests in, Parent or of any securities of the Parent Subsidiaries or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from obligating Parent or any of its Subsidiariesthe Parent Subsidiaries to issue, grant, extend or enter into any equity securities such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not as of the date of this Agreement and there will not be at the Effective Time any stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of the capital stock 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 matter.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (Ai) 14,000,000,000 shares of 500,000,000 Parent Common StockShares, of which 6,147,261,645 shares of 122,542,410 Parent Common Stock Shares were issued and outstanding as of the close of business on October 19September 30, 20162020, of which 3,934,916 are subject to forfeiture conditions, and (Bii) 10,000,000 shares of 25,000,000 preferred stockshares, par value $1.00 0.001 per share (the “Parent Preferred Stock”)share, of which no shares of Parent Preferred Stock none 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 datehereof. All of the outstanding shares of Parent Common Stock Shares have been duly authorized and are validly issued and are issued, fully paid and nonassessable. Section 5.2(b)(iAs of September 30, 2020, other than (i) of 3,735,550 Parent Shares reserved for future issuance under the Parent Disclosure Letter contains a correct 2019 Stock Option and complete list Incentive Plan (as of October 19amended, 2016 of (x) the outstanding number of options restated, supplemented or otherwise modified from time to purchase Parent Common Stock (each, a “Parent Option”) pursuant to certain of Parent’s compensation and benefit plans (such compensation and benefit planstime in accordance with its terms, the “Parent Stock PlansPlan”), (ii) 9,973 Parent Shares reserved for future issuance under the 2019 Inducement Equity Plan, (iii) 3,123,169 Parent Shares reserved for future issuance under the 2019 Parent Employee Stock Purchase Plan and (yiv) the 7,986,544 Parent Shares subject to outstanding number of rights options to receive purchase 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 AgreementShares, Parent has not issued any no Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsShares reserved for issuance. Except as set forth in this Section 5.2(b), as of the date of this Agreementabove, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights rights, obligations or contracts of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity 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 acquire, any securities of 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. Upon any issuance of any Parent Shares in accordance with the terms of the Parent Stock Plan, such Parent Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. 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 into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. From September 30, 2020 to the date of this Agreement, no Parent Shares have been issued, other than in connection with the vesting, settlement or exercise of equity awards that were issued and outstanding as of September 30, 2020 under the Parent Stock Plan.

Capital Structure. (ia) As of the date of this Agreement, the authorized capital stock of Parent consists of (A) 14,000,000,000 199,000,000 shares of Parent Common Stock and 1,000,000 shares of Parent Preferred Stock. As of the close of business on June 7, of which 6,147,261,645 2010, (i) 146,517,252 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19outstanding, 2016, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other shares of Parent Common Stock were held in the treasury of Parent or by Subsidiaries of Parent; (iii) 3,114,419 shares of Parent Common Stock were reserved for issuance pursuant to outstanding Parent Stock Options; (iv) 3,576,341 shares of Parent Common Stock were reserved for issuance pursuant to outstanding Parent Stock Units; (v) no shares of Parent Preferred Stock were issued and outstanding on such date. All outstanding; (vi) no shares of the outstanding Parent Preferred Stock were reserved and available for issuance pursuant to any Parent Stock Plans; and (vii) a maximum of 194,655 shares of Parent Common 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 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) reserved for issuance under the Parent Stock Plans (each a “Parent Common Stock Unit”)Purchase Plan. From October 19Between June 7, 2016 to the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options 2010 and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or except as set forth above in this Section 2.2(a) and except for the issuance of shares of Parent Common Stock Unitspursuant to the Parent Stock Plans and the Parent Stock Purchase Plan, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All of the shares of Parent Common Stock 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 and nonassessable and free of preemptive rights. Except as set forth in this Section 5.2(b)for awards granted under the Parent Stock Plans and the Parent Stock Purchase Plan and for the Relationship Agreement, as there are no outstanding options to purchase or rights to otherwise acquire shares of Parent Common Stock. Each share of Parent Common Stock which may be issued pursuant to the Parent Stock Plans and the Parent Stock Purchase Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid and nonassessable and free of preemptive rights. As of the date of this Agreement, except for (x) this Agreement and the Relationship Agreement, (y) as contemplated by the Framework Agreement and (z) as set forth above in this Section 2.2(a), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangementssubscriptions, calls, commitments rights, puts, convertible securities or rights other similar Contracts to which Parent or any of its Subsidiaries is a party or by which any kind that obligate of them is bound obligating Parent or any of its Subsidiaries to issue (A) issue, transfer, deliver, sell, redeem or sell otherwise acquire, or cause to be issued, transferred, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other equity securities of Parent or any voting securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from equity equivalents) of Parent or any of its Subsidiaries, (B) grant, extend or enter into any equity securities such option, warrant, subscription, call, right, put, convertible security or other similar Contract or (C) provide a material amount of Parentfunds to, and no securities or obligations make any material investment (in the form of Parent a loan, capital contribution or otherwise) in, any of its Subsidiaries evidencing such rights are authorized, issued or outstandingSubsidiary. Parent does not have any 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 matter. Except for the Relationship Agreement, the Voting Agreement, the Parent Voting Undertakings and as contemplated by the Framework Agreement, 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.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of of: (Aa) 14,000,000,000 1,000,000,000 shares of Parent Common Stock, $0.01 par value (“Parent Common Stock”), and (b) 20,000,000 shares of which 6,147,261,645 undesignated preferred stock, $0.01 par value. At the close of business on April 28, 2006: (i) 188,940,988 shares of Parent Common Stock were issued and 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 Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other excluding shares of Parent Common Stock held by Parent in its treasury), (ii) no shares of Parent Common Stock were issued and held by the Parent in its treasury, (iii) an aggregate of 27,593,914 shares of Parent Common Stock were subject to outstanding options to purchase such stock under all equity incentive plans and like plans of Parent (collectively, the “Parent Stock Option Plans”) (equity or other equity-based awards, whether payable in cash, shares or otherwise granted under or pursuant to the Parent Stock Option Plans are referred to in this Agreement as “Parent Stock Options”), (iv) an aggregate of 49,913,953 shares of Parent Common Stock were reserved for future issuance pursuant to the Parent Stock Option Plans, and (v) no shares of Parent Preferred Stock were issued and outstanding on such dateor outstanding. All of the outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued and are issued, fully paid and nonassessable. Section 5.2(b)(i) of non-assessable and are not subject to preemptive rights created by statute, the Parent Disclosure Letter contains Charter and related documents, or any agreement to which Parent is 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options party or Parent Common Stock Unitsby which it is bound. Except as set forth above, as of April 28, 2006, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since April 28, 2006, no shares of capital stock or other voting securities of Parent were issued by Parent except for shares of Parent Common Stock issued upon the exercise of Parent Stock Options outstanding as of April 26, 2006. There are no outstanding stock appreciation rights linked to the price of Parent Common Stock and granted under any Parent Stock Option Plans or otherwise. All outstanding shares of Parent Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in this Section 5.2(bviolation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware (“DGCL”), Parent Charter, Parent Bylaws or any Contract to which Parent is a party or otherwise bound. Except as set forth above and except for the special purchase rights (the “Parent Rights”) associated with Parent Common Stock pursuant to the Amended and Restated Preferred Shares Rights Agreement dated as of August 6, 1999 between Parent and Computershare, Inc. (as successor to Xxxxxx Trust and Savings Bank) as Rights Agent, as amended from time to time, 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, delivered or sold, additional shares of capital stock or other equity interest in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Parent Subsidiary, (ii) obligating 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) 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 Common Stock. As of the date of this Agreement, there are no preemptive or other not any outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights contractual obligations of any kind that obligate Parent or any of its Subsidiaries Parent Subsidiary to issue repurchase, redeem or sell otherwise acquire any shares of capital stock or other 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 matterSubsidiary.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 300,000,000 shares of Parent Common Stock, of which 6,147,261,645 shares of the Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 50,000,000 shares of preferred stock, par value $1.00 0.01 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on the Measurement Date, of which no (a) 105,113,103 shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other shares of Parent Common Stock or were issued and outstanding, including 260,296 restricted shares, and (b) no shares of Parent Preferred Stock were issued and outstanding on such dateor outstanding. All of the issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock of Parent is entitled to preemptive rights. Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding except for (1) an aggregate of 552,361 shares of Parent Capital Stock reserved for issuance upon redemption of an aggregate of 552,361 Parent OP Common Units in accordance with the current limited partnership agreement of Parent OP, and (2) assuming payout of performance share units at target, an aggregate of 1,083,009 shares of Parent Capital Stock reserved for issuance upon settlement or redemption of any restricted share units or performance share units granted under Parent’s 2016 Long Term Incentive Plan. There are no bonds, debentures, notes or other indebtedness of Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Parent Common Stock Stock, the Parent OP Common Units or the general partnership interests in Parent OP may vote (“Voting Parent Debt”). As of the Measurement Date, there were no options, warrants, rights, convertible or exchangeable securities, commitments, or undertakings of any kind to which Parent or any Parent Subsidiary was a party or by which any of them was bound (i) obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or of any Parent Subsidiary or any Voting Parent Debt or (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, security, commitment or undertaking. At the close of business on the Measurement Date, there are 105,665,564 Parent OP Common Units issued and outstanding and no preferred units of Parent OP issued and outstanding. There are no partners of Parent OP or holders of Parent OP Common Units other than as set forth on Section 4.02(a) of the Parent Disclosure Letter. Section 4.02(a) of the Parent Disclosure Letter sets forth the number of partnership units held by each partner in Parent OP. Parent is the sole general partner of Parent OP and owns the general partnership interest free and clear of any Liens and all Parent OP Common Units have been duly authorized and validly issued and are fully paid free of preemptive rights. The representations 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as warranties set forth in this Section 5.2(b), 4.02 shall be qualified by the Parent Common Stock Offering as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 matterdescribed in Section 6.10.

Capital Structure. (ia) As of the date of this Agreement, the authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 300,000,000 shares of Parent Common Stock were issued and 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” and, together with the Parent Common Stock, the “Parent Stock”). At the close of business on February 24, of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement2011, and no other (i) 162,920,669 shares of Parent Common Stock or were issued and outstanding, (ii) 50,966 shares of Parent Common Stock were held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding outstanding, (iv) 24,172,074 shares of Parent Common Stock have been duly authorized were reserved for issuance under Parent’s Distribution Reinvestment and validly 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 Atria Agreement. All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and nonassessable. Section 5.2(b)(i) non-assessable, and all shares 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 (eachto be issued as the Merger Consideration or as Stock Award Payments, a “Parent Option”) pursuant to certain of Parent’s compensation and benefit plans (such compensation and benefit plans, when so issued in accordance with 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 terms of this Agreement, Parent has not issued any Parent Common Stock except pursuant will be duly authorized, validly issued, fully paid and non-assessable. No class of capital stock is entitled to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitspreemptive rights. Except as set forth disclosed in this Section 5.2(b), as 5.3(a) of the date of this AgreementParent Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 indebtedness of which have Parent having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the stockholders on any matter on which holders of shares of Parent on any matterCommon Stock may vote.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent CANNAVOLVE consists of (A) 14,000,000,000 5,000,000 shares of Parent Common StockClass A common stock, no par value, and 99,000,000 shares of Class B common stock, no par value. CANNAVOLVE has no preferred shares either authorized or issued and outstanding. There are now, and will be as of immediately before the Closing of the Reorganization, no more than 42,044,066 shares of Class A and Class B common shares issued and outstanding, all of which 6,147,261,645 shares, including (I) the INTB common shares of Parent Common Stock were to be issued and outstanding as of the close of business on October 19, 2016to investors in CANNAVOLVE’s Pre-Closing Offering described in this Section 3.02(c) below, and (BII) 10,000,000 all INTB common shares to be issued upon conversion of all of CANNAVOLVE’s existing convertible notes (the ‘CANNAVOLVE Notes,” will be exchanged for a maximum of 3,446,950 shares of preferred INTB common stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of 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 common stock of CANNAVOLVE are duly authorized and authorized, validly issued and are issued, fully paid and nonassessable, are not subject to preemptive rights, and were issued in compliance with State and Federal securities laws. Section 5.2(b)(iAny and all currently outstanding CANNAVOLVE Notes will be converted into common shares before the Closing, as a result of which there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of CANNAVOLVE having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of CANNAVOLVE may vote as 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”)Closing. From October 19, 2016 to the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except Other than as set forth in this Section 5.2(b3.02(c), as of the date of this Agreement, there are no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate Parent to which CANNAVOLVE is a party or any of its Subsidiaries by which it is bound obligating CANNAVOLVE to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Parent CANNAVOLVE, except for CANNAVOLVE’s obligation to raise $100,000 (net of fees, costs and commissions) in its Pre-Closing Offering. There are no agreements or any securities arrangements pursuant to which CANNAVOLVE is or obligations convertible or exchangeable into or exercisable for, or giving any Person a right could be required to subscribe for or acquire from Parent or any register shares 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 Company Common Stock or other obligations securities under the holders Securities Act of which have 1933, as amended (the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter"Securities Act").

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of the Parent consists of five hundred million (A500,000,000) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016par value $0.001 per share, and ten million (B10,000,000) 10,000,000 shares of preferred stock, par value $1.00 0.01 per share (the “Parent Preferred Stock”)share, of which no (i) 235,460,470 shares of Parent Preferred Common Stock are issued and outstanding as outstanding; (ii) 2,200,000 shares of the date Interim Preferred are authorized, of this Agreement, which 0 shares are issued and outstanding; (iii) 4,300,000 shares of Series B Preferred Stock are authorized of which 4,212,645.28 shares are issued and outstanding; and (iv) no other shares of Parent Common Stock or shares preferred stock are held by the Parent in its treasury. Immediately prior to the Closing, (A) counsel to the Parent shall release the signature pages it is holding in escrow under the Exchange Agreement which shall cause all holders of Parent Preferred Stock were issued and outstanding on such date. All derivative securities of the Company to receive the Series B Preferred Stock, and (B) the Parent shall file with the Nevada Secretary of State a Certificate of Withdrawal for all outstanding shares of Parent Common Stock have been duly authorized preferred stock other than the Interim Preferred and validly issued and are fully paid and nonassessable. Section 5.2(b)(i) the Series B. Any directors of the Parent Disclosure Letter contains who may continue their service after the Closing shall be eligible for such grants of awards under a correct Parent incentive plan (or any successor or replacement plan adopted by the Board of Directors and complete list approved by the stockholders of the Parent) as the Compensation Committee or Board of October 19, 2016 Directors 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 may from time to time determine following the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsClosing. Except as set forth in this Section 5.2(bthe SEC Documents, no other shares of capital stock or other voting securities of the Parent are reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. Except as set forth in the SEC Documents, there are no bonds, debentures, notes or other indebtedness of the Parent regardless of whether they have the right to vote (or convertible into, or exchangeable for, securities having the right to vote), on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”). Except as disclosed on Schedule 4.03, as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Parent is a party or any of its Subsidiaries by which it is bound (i) obligating the Parent to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or any securities Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or obligations convertible enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or exchangeable into undertaking or exercisable for, or giving (iii) that give 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 person the right to vote (receive any economic benefit or convertible into right similar to or exercisable for securities having derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. Other than as set forth in the SEC Documents, the Parent is not a party to any agreement granting any security holder of the Parent the right to vote) with cause the stockholders Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act, except as disclosed on any matterSchedule 4.03. A Waiver of Registration Rights is required as a condition of closing. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. (i) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (A) 14,000,000,000 50,000,000 shares of Parent Common Stock, par value $.01 per share, and 5,000,000 shares of Preferred Stock, without par value (the "Parent Preferred Stock"); provided, however, that if Parent's shareholders, at or prior to the "Parent Shareholder Meeting" (as defined in Section 5.1), approve an amendment to Parent's Articles of Incorporation which 6,147,261,645 increases the authorized capital stock of Parent, then the authorized capital stock as of the Effective Time will be as so increased. At June 12, 1998 (except with respect to the representation and warranty made in subsection (v) below, which is made as of the date hereof), (i) 34,253,368 shares of Parent Common Stock were issued and outstanding outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights or rights of first refusal, (ii) no shares of Parent Common Stock were held in the treasury of Parent or by the Subsidiaries of Parent, (iii) 5,250,000 shares of Parent Common Stock originally were reserved for future issuance, and of such shares, 3,017,284 are reserved for future issuance as of June 12, 1998, pursuant to Parent's 1991 Employees' Stock Option and Stock Appreciation Rights Plan, as amended, the close 1996 Employees' Stock Incentive Plan, as amended, and 1996 Directors' Stock Option Plan (collectively, the "Parent Option Plans"), (iv) 50,000 shares of business on October 19Parent Common Stock were reserved for issuance pursuant to the Warrant Agreement between Parent and Xxxxxxx Financial Services, 2016L.P. (the "Xxxxxxx Warrant"), and (Bv) 10,000,000 6,816,420 shares of preferred stockParent Common Stock were reserved for issuance pursuant to the Stock Option Agreement, par value $1.00 per share of even date herewith, between Parent and Company (the “"Parent Preferred Stock”Stock Option Agreement"), of which no . No shares of Parent Preferred Stock are issued and outstanding as outstanding. All 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 issuable in exchange for Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(i) of at 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 Effective Time in accordance with their terms andthis Agreement will be, since October 19when so issued, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 matter.duly 6

Capital Structure. The authorized capital stock of Parent consists of 25,000,000 shares of Parent Common Stock and 25,000,000 shares of Preferred Stock without par value. At the close of business on November 26, 1996, (i) 8,585,000 shares of Parent Common Stock were issued and outstanding, (ii) zero shares of Parent Common Stock were held by Parent in its treasury, (iii) not more than 538,000 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding employee and director stock options to purchase shares of Parent Common Stock and (iv) no shares of Parent Preferred Stock were outstanding. Except as set forth above and for amounts which in the aggregate are not material, at the close of business on November __, 1996, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. Other than the options referred to in clause (iii) above and as disclosed in Parent SEC Documents (as defined in Section 3.2(d)), as of the date of this Agreement, there are no material amounts of outstanding securities convertible into Parent Common Stock. All outstanding shares of capital stock of the Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, the authorized capital stock of Parent each Sub consists of (A) 14,000,000,000 1,000 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 shares of preferred common stock, par value $1.00 .01 per share (the “Parent Preferred Stock”)share, 100 shares of which no shares of 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 issued, are fully paid and nonassessable. Section 5.2(b)(i) of the nonassessable and are owned by Parent Disclosure Letter contains a correct free 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights clear of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 matterLiens.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of ----------------- (Ai) 14,000,000,000 1,250,000,000 shares of Parent Common Stock, and (ii) 25,000,000 shares of preferred stock, without par value, of which 6,147,261,645 1,400,000 shares have been designated Series B ESOP Convertible Preferred Stock, and 1,600,000 shares have been designated Series A Junior Participating Preferred Stock. At the close of business on October 31, 1996, (i) 228,852,781 shares of Parent Common Stock and 955,813.643 shares of Series B ESOP Convertible Preferred Stock were issued and outstanding, (ii) 14,700 shares of Parent Common Stock were issued held by Parent in its treasury, (iii) 7,531,041 shares of Parent Common Stock were reserved for issuance pursuant to outstanding options to purchase shares of Parent Common Stock granted under Parent's stock option plans, (iv) 1,600,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance pursuant to the Rights, and outstanding (v) 2,318,541 shares of Parent Common Stock were reserved for issuance in connection with Parent's recent acquisition of Xxx'x Incorporated and 80,480 shares of Parent Common Stock were reserved for issuance in connection with certain stock option plans assumed by Parent in connection with the Xxx'x Incorporated acquisition. Except as of set forth above, at the close of business on October 1931, 20161996, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of Parent or any securities or obligations convertible or exchangeable into or exercisable forwere issued, or giving any Person a right to subscribe reserved 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 issuance or outstanding. All outstanding shares of capital stock of Parent does are, and all shares of Parent Common Stock which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. The authorized capital stock of Purchaser consists of 1,000 shares of common stock, $.01 par value per share, 100 of which have outstanding been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lien. No bonds, debentures, notes or other obligations the holders indebtedness of which have Parent having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which the stockholders of Parent on may vote are issued or outstanding. Except as set forth above, Parent does not have any matteroutstanding option, warrant, subscription or other right, agreement or commitment which either (i) obligates Parent to issue, sell or transfer, repurchase, redeem or otherwise acquire or vote any shares of the capital stock of Parent or (ii) restricts the transfer of Parent Common Stock.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 5,000,000,000 shares of Parent Common Stock and 10,000,000 shares of Preferred Stock, par value $.001 per share ("PARENT PREFERRED STOCK"). At the close of which 6,147,261,645 business on December 20, 2001, (i) 574,645,471 shares of Parent Common Stock were issued and outstanding, (ii) 5,384,423 shares of Parent Common Stock were held by Parent in its treasury, (iii) 137,136,206 shares of Parent Common Stock were issuable pursuant to outstanding Parent Stock Options and (iv) no shares of Parent Preferred Stock were issued or outstanding. All outstanding shares of capital stock of Parent Common Stock are, and all shares of Parent Common Stock which may be issued pursuant to this Agreement will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date hereof there are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except (i) as set forth above in this Section 3.2(b), and (ii) for shares of Parent Common Stock reserved for issuance under any plan or arrangement providing for the grant of options to purchase shares of Parent Common Stock to current or former officers, directors, employees or consultants of Parent or its Subsidiaries (the "PARENT STOCK PLANS") or resulting from the issuance of shares of Parent Common Stock pursuant to options or other benefits issued or granted pursuant to Parent Stock Plans outstanding as of the close of business on October 19December 20, 20162001, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date hereof (x) there are not issued, issuable, reserved for issuance or outstanding (A) any shares of this Agreementcapital stock or other voting securities of Parent, (B) any securities of Parent convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent, (C) any warrants, calls, options or other rights to acquire from Parent or any of Parent's Subsidiaries, and no other obligation of Parent or any of Parent's Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent, or (D) any stock appreciation rights or rights to receive 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 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) basis granted under the Parent Stock Plans or otherwise; and (each y) there are not any outstanding obligations of Parent or any of Parent's Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither Parent nor any Significant Subsidiary is a “Parent Common Stock Unit”). From October 19, 2016 party to any voting agreement with respect to the execution voting of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitssuch securities. Except as set forth in this Section 5.2(b), as of the date of this Agreement, 3.2(b) there are no preemptive issued, issuable, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights (A) securities of any kind that obligate Parent or any of its Parent's Subsidiaries to issue convertible into or sell any exchangeable or exercisable for shares of capital stock or other equity securities of Parent or any voting securities or obligations convertible ownership interests in any of Parent's Significant Subsidiary, (B) warrants, calls, options or exchangeable into or exercisable for, or giving any Person a right other rights to subscribe for or acquire from Parent or any of its Subsidiaries, any equity securities Significant Subsidiary of Parent, and no obligation of Parent or any Significant Subsidiary of Parent 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 Significant Subsidiary of Parent or (C) 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 Significant Subsidiary of Parent on to repurchase, redeem or otherwise acquire any mattersuch outstanding securities of the Significant Subsidiaries of Parent or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. The authorized capital stock of General ----------------- consists of 250,000,000 shares of General Common Stock and 20,000,000 shares of preferred stock, of which 1,754,386 shares have been designated as General Preferred Stock. Subject to any Permitted Changes (ias defined in Section 5.1(b)) As of following the date of this Agreement, the authorized capital stock of Parent consists of there are approximately (Ai) 14,000,000,000 75,750,000 shares of Parent General Common StockStock issued and outstanding, of which 6,147,261,645 (ii) 1,700,000 shares of Parent General Preferred Stock issued and outstanding, (iii) 27,150,000 shares of General Common Stock were issued and outstanding as 60,000 shares of General Preferred Stock held in the close treasury of business on October 19, 2016, General or held by any subsidiary of General; (iv) 1,000,000 shares of General Common Stock reserved for issuance upon exercise of authorized but unissued General Stock Options pursuant to the Option Plans; and (Bv) 10,000,000 5,500,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), General Common Stock issuable upon exercise of which no shares of Parent Preferred outstanding General Stock are issued and outstanding as Options. As of the date of this Agreement, and hereof there were no other amounts withheld from General's employees' salaries to purchase shares of Parent General 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 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) issuable 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsPurchase Plan. Except as set forth in this Section 5.2(b4.2(c), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of Parent or any securities or obligations convertible or exchangeable into or exercisable forGeneral are issued, or giving any Person a right to subscribe reserved 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 issuance or outstanding. Parent does All outstanding shares of capital stock of General are, and all shares which may be issued pursuant to the Stock Plans will be when issued, duly authorized, validly issued, fully paid and nonassessable and not have subject to preemptive rights. Except as set forth in this Section 4.2(c) or in the Stock Option Agreement, there are no outstanding any bonds, debentures, notes or other obligations the holders indebtedness or other securities of which have General having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of Parent General may vote. Except as set forth in this Section 4.2(c) or in the Stock Option Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which General or any of its subsidiaries is a party or by which any of them is bound obligating General or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of General or of any of its subsidiaries or obligating General or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Other than General Stock Options and the Stock Option Agreement, (i) there are no outstanding contractual obligations, commitments, understandings or arrangements of General or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of or measured or determined based on the value or market price of any mattershares of capital stock of General or any of its subsidiaries and (ii) to the knowledge of General, there are no irrevocable proxies with respect to shares of capital stock of General or any subsidiary of General. Other than pursuant to the Stock Option Agreement, there are no agreements or arrangements pursuant to which General is or could be required to register shares of General Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act").

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent CANNAVOLVE consists of (A) 14,000,000,000 5,000,000 shares of Parent Common StockClass A common stock, no par value, and 99,000,000 shares of Class B common stock, no par value. CANNAVOLVE has no preferred shares either authorized or issued and outstanding. There are now, and will be as of immediately before the Closing of the Reorganization, no more than 42,044,066 shares of Class A and Class B common shares issued and outstanding, all of which 6,147,261,645 shares, including (I) the INTB common shares of Parent Common Stock were to be issued and outstanding as of the close of business on October 19, 2016to investors in CANNAVOLVE’s Pre-Closing Offering described in this Section 3.02(c) below, and (BII) 10,000,000 all INTB common shares to be issued upon conversion of all of CANNAVOLVE’s existing convertible notes (the ‘CANNAVOLVE Notes,” will be exchanged for a maximum of 3,446,950 shares of preferred INTB common stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of 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 common stock of CANNAVOLVE are duly authorized and authorized, validly issued and are issued, fully paid and nonassessable, are not subject to preemptive rights, and were issued in compliance with State and Federal securities laws. Section 5.2(b)(iAny and all currently outstanding CANNAVOLVE Notes will be converted into common shares before the Closing, as a result of which there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of CANNAVOLVE having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of CANNAVOLVE may vote as 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”)Closing. From October 19, 2016 to the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except Other than as set forth in this Section 5.2(b3.02(c), as of the date of this Agreement, there are no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate Parent to which CANNAVOLVE is a party or any of its Subsidiaries by which it is bound obligating CANNAVOLVE to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Parent CANNAVOLVE, except for CANNAVOLVE’s obligation to raise $100,000 (net of fees, costs and commissions) in its Pre-Closing Offering. There are no agreements or any securities arrangements pursuant to which CANNAVOLVE is or obligations convertible or exchangeable into or exercisable for, or giving any Person a right could be required to subscribe for or acquire from Parent or any register shares 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 Company Common Stock or other obligations securities under the holders Securities Act of which have 1933, as amended (the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter"Securities Act"), except as set forth in Article VII, Post-Closing Recapitalization.

Capital Structure. (i) The authorized Cilion Capital Stock consists of: (1) 216,128,597 shares of Cilion Common Stock and (2) 197,838,597 shares of Cilion Preferred Stock, consisting of 40,000,000 shares of Series A Preferred Stock, 31,120,060 shares of Series B Preferred Stock and 127,718,537 shares of Series C Preferred Stock. As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (Ai) 14,000,000,000 11,025,100 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Cilion Common Stock were issued and outstanding as of the close of business on October 19, 2016, and outstanding; (Bii) 10,000,000 40,000,000 shares of preferred stockSeries A Preferred Stock were issued and outstanding, par value $1.00 per share (the “Parent Preferred Stock”), of which no 28,685,778 shares of 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 Series B Preferred Stock were issued and outstanding on such date. All of the outstanding and 127,718,537 shares of Parent Series C Preferred Stock were issued and outstanding; and (iii) no shares of Cilion Common Stock have been duly authorized and validly issued and were held by Cilion in its treasury. There are fully paid and nonassessable. Section 5.2(b)(i) 8,940,000 shares 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 Cilion Common Stock reserved for issuance under Cilion, Inc. 2006 Stock Option / Stock Issuance Plan (eachthe “Option Plan”), a “Parent Option”) pursuant of which none are subject to certain of Parent’s compensation and benefit plans outstanding options under the Option Plan (such compensation and benefit planscollectively, 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 UnitCilion Options”). From October 19Except for the Option Plan, 2016 to the execution no other Cilion stock option plan or other equity based compensation plan is currently in effect, and there are no shares of this AgreementCilion Capital Stock, Parent has not issued reserved for issuance under any Parent Common other equity based compensation plan. There are 1,434,282 shares of Series B Preferred Stock except pursuant to reserved for issuance upon the exercise of Parent Options outstanding warrants (the “Cilion Warrants”). Cilion has delivered to Aemetis true and correct copies of the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsCilion Warrants. Except as set forth in this Section 5.2(b), as 4.1(b) of the date of Cilion Disclosure Schedule and for the rights created pursuant to this AgreementAgreement and the rights disclosed in the preceding sentences, there are no preemptive or other outstanding rights, options, warrants, conversion rights, restricted stock appreciation rights, redemption rights, repurchase rights, agreements, arrangementsawards, calls, rights, commitments or rights agreements of any kind that obligate Parent character to which Cilion is a party or by which it is bound, obligating Cilion to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Cilion Capital Stock or obligating Cilion 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. Except as set forth in Section 4.1(b) of the Cilion Disclosure Schedule, there are no other contracts, commitments or agreements relating to voting, purchase or sale of Cilion Capital Stock (A) between or among Cilion and any of its Subsidiaries Securityholders; and (B) to issue Cilion’s Knowledge, between or sell among any of the Securityholders. All shares of capital stock or other equity outstanding Cilion Capital Stock and rights to acquire Cilion Capital Stock were issued in compliance with all applicable federal and state 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 matterlaws.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 120,000,000 shares of Parent Common Stock and 5,524,525 shares of Preferred Stock, par value $.01 per share ("Preferred Stock"). At the close of which 6,147,261,645 business on September 20, 1999, (i) 63,271,596 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Common Stock were held by Parent in its treasury, (iii) 7,016,237 shares of Parent Common Stock were issuable pursuant to outstanding Parent Stock Options, (iv) no shares of Preferred Stock were issued or outstanding, and (v) 1,200,000 shares of Series B Junior Preferred Stock were reserved for issuance in connection with the rights issued pursuant to the Amended and Restated Rights Agreement, dated as of October 31, 1998, by and between the Company and American Stock Transfer & Trust Company, as Rights Agent. Except as set forth above in this Section 3.2(c) at the close of business on September 20, 1999, no shares of capital stock or other voting securities of Parent were issued, issuable, reserved for issuance or outstanding. Except as set forth above in this Section 3.2(c), as of the date hereof there are no outstanding stock appreciation rights or rights to receive shares of Parent Common Stock on a deferred basis granted under any employee or director benefit plans or arrangements of Parent or otherwise (the "Parent Stock Plans"). All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to Parent Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth above in this Section 3.2(c), as of the date hereof there are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as set forth above in this Section 3.2(c) or resulting from the issuance of shares of Parent Common Stock pursuant to options or other benefits issued or granted pursuant to the Parent Stock Plans outstanding as of the close of business on October 19September 20, 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 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b)1999, as of the date of this Agreement, hereof (x) there are no preemptive not issued, issuable, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell (A) any shares of capital stock or other equity voting securities of Parent, (B) any securities of Parent or any securities or obligations convertible into or exchangeable into or exercisable forfor shares of capital stock or voting securities of Parent, (C) any warrants, calls, options or giving any Person a right other rights to subscribe for or acquire from Parent or any of its Subsidiaries, any equity securities Subsidiary of Parent, and no securities or obligations obligation of the Parent or any Subsidiary of its Subsidiaries evidencing such rights are authorizedParent to issue, issued any capital stock, voting securities or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or securities convertible into or exchangeable or exercisable for capital stock or voting securities having of the right to voteParent, and (y) with there are not any outstanding obligations of the stockholders Parent or any Subsidiary of Parent on to repurchase, redeem or otherwise acquire any mattersuch securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (i) The authorized capital stock of Parent ----------------- consists of 10,000,000 shares of Parent Stock and 5,000,000 shares of preferred stock, with such par value as the board of directors of Parent may designate. As of the date of this Agreement, the authorized capital stock of Parent consists of : (Ai) 14,000,000,000 3,351,616 shares of Parent Common Stock, and 267,500 shares of Parent 10% Preferred Stock (which 6,147,261,645 at a future date, may be convertible into Parent Common Stock) are issued and outstanding or are reserved for issuance pursuant to signed Subscription Agreements; (ii) 1,800,000 shares of Parent Common Stock were issued and outstanding as are reserved for issuance upon exercise of the close of business on October 19, 2016, and authorized but unissued options under Parent's 1995 Stock Option Plan; (Biv) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other 1,326,567 shares of Parent Common Stock or shares are issuable upon exercise of Parent Preferred outstanding options under Parent's 1995 Stock were issued Option Plan; and outstanding on such date. All of the outstanding (v) 1,004,000 shares of Parent Common Stock have been duly authorized and validly are issuable upon exercise of 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 common stock 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitswarrants. Except as set forth in above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares of Parent Stock which may be issued pursuant to this Section 5.2(b)Agreement will be, as when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All shares of Parent Stock issued pursuant to this Agreement will, when so issued, be registered or exempt from registration under any applicable federal or state securities laws. Other than the date of this Agreement10% Preferred Stock, there are no preemptive outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote on any matters on which stockholders of Parent may vote. Except as set forth above, there are no outstanding rightssecurities, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate obligating Parent or any of its Subsidiaries subsidiaries to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any securities of its subsidiaries or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from obligating Parent or any of its Subsidiariessubsidiaries to issue, grant, extend or enter into any equity securities such security, option, warrant, call, or right. The authorized capital stock of ParentSub consists of 10,000 shares of common stock, 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 matterpar value $.01 per share.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock shares of Parent consists of (A) 14,000,000,000 200 million shares of Parent Common Stock. At the close of business on June 30, of which 6,147,261,645 2006, (i) 43,110,346 shares of Parent Common Stock were issued and outstanding, (ii) 12,000 shares of Parent Common Stock were held by Parent in its treasury, (iii) 175,915 shares of Parent Common Stock were subject to outstanding rights under a Parent Stock Plan to receive such shares contingent upon the achievement of one or more performance goals (such shares, "Parent Performance Shares"), (iv) 1,675,767 shares of Parent Common Stock were subject to outstanding stock options to purchase or acquire Parent Common Stock ("Parent Stock Options") granted under the Parent Stock Plans, (v) 2,800,280 additional shares of Parent Common Stock were reserved and available for issuance pursuant to Parent's 2005 Omnibus Incentive Compensation Plan, Parent's Deferred Compensation Plan, Parent's 2001 Omnibus Incentive Compensation Plan, Wisconsin Public Service Corporation Employee Stock Ownership Plan, Parent's 1999 Stock Option Plan, Parent's 1999 Non-Employee Directors Stock Option Plan and Parent's Stock Investment Plan (such plans, collectively, the "Parent Stock Plans"), and (vi) 46,177,163 shares of Parent Common Stock were reserved for issuance in connection with the rights (the "Parent Rights") issued pursuant to the Rights Agreement dated as of December 12, 1996 (as amended from time to time, the "Parent Rights Agreement"), between Parent and American Stock Transfer & Trust Company, as Rights Agent. Except as set forth above, at the close of business on October 19June 30, 20162006, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no capital stock or other shares voting securities or equity interests of Parent Common Stock were issued, reserved for issuance or shares of Parent Preferred Stock were issued and outstanding on such dateoutstanding. All of the outstanding shares of Parent Common Stock have been are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable. nonassessable (except for statutory liability under Section 5.2(b)(i180.0622(2)(b) of the Parent Disclosure Letter contains a correct WBCL for unpaid employee wages) and complete list as not subject to or issued in violation of October 19any purchase option, 2016 call option, right of (x) first refusal, preemptive right, subscription right or any similar right under any provision of 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 plansWBCL, the “Parent Stock Plans”) and (y) the outstanding number of rights to receive Parent Common Stock (pursuant to deferred sharesCharter, performance shares and restricted stock units) under the Parent Stock Plans (each 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 Common Stock Unit”). From October 19, 2016 to the execution of this Agreement, Parent has not issued or any Parent Common Stock except pursuant Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the exercise of Parent Options and the settlement right to vote) on any matters on which holders of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to or holders of the date capital stock of this Agreement, Parent has not issued any Parent Options or Subsidiary may vote ("Voting Parent Common Stock UnitsDebt"). Except as set forth in this Section 5.2(b)above, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rightsrights or other stock-based compensation awards, redemption rightscommitments, repurchase rightsContracts, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any Parent Subsidiary is a party or by which any of its Subsidiaries them is bound (i) obligating Parent or any Parent Subsidiary to issue issue, deliver or sell sell, or cause to be issued, delivered or sold, additional shares of capital stock, other voting securities or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares of capital stock, other voting securities or other equity interests in Parent or of any Parent Subsidiary or any Voting Parent Debt, (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any Option or (iii) other rights the value of which is in any way based on or derived from, or that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent Common Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock or other 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 outstandingSubsidiary. Parent does not have outstanding any bonds, debentures, notes or other obligations has delivered to the holders Company a complete and correct copy of which have the right Parent Rights Agreement as amended to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders date of Parent on any matterthis Agreement.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 150,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 shares of preferred stockPreferred Stock, par value $1.00 0.001 per share share. As of January 3, 2014, (i) 74,175 shares of Series A Convertible Perpetual Preferred Stock (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock ) are issued and outstanding as of the date of this Agreementoutstanding, and no other 10,596,429 shares of Parent Common Stock or are issuable upon the conversion of these shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding Stock, (ii) 30,538,073 shares of Parent Common Stock have been duly authorized and validly are issued and outstanding, (iii) 45,000 shares of Parent Common Stock are fully paid and nonassessable. Section 5.2(b)(iheld in the treasury of Parent, (iv) 10,707,143 shares of Parent Common Stock are issuable upon the Parent Disclosure Letter contains a correct and complete list as exercise of October 19, 2016 of (x) the outstanding number of options warrants 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 (yv) the outstanding number of rights to receive Parent Common Stock (pursuant to deferred shares, performance 8,137,759 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 exercise of Parent Options and the settlement of Parent Common Stock Units are issuable upon the conversion of Parent’s outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units4.5% Convertible Senior Notes. Except as set forth in this Section 5.2(b), as Each of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by Parent or any securities by one 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 more wholly owned Subsidiaries of Parent, free and clear of any Lien (other than certain Permitted Tax Liens). Except as set forth above, Parent has no securities or obligations of Parent or any of its Subsidiaries evidencing such rights are Rights authorized, issued or outstanding. Except as set forth above, 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 into or exercisable for securities having the right to vote) with the stockholders shareholders of Parent on any matter. All of the shares of Parent Common Stock to be issued pursuant to the Merger will be, when issued, duly authorized and validly issued, fully paid and nonassessable, free of preemptive rights and Liens. Parent has reserved a sufficient number of shares of Parent Common Stock in order to fulfill its obligations hereunder.

Capital Structure. (i) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (A) 14,000,000,000 100,000,000 shares of Parent Common StockStock and 5,000,000 shares of preferred stock, of which 6,147,261,645 100,000 shares have been designated as Series A Junior Participating Preferred Stock and have been reserved for issuance upon exercise of the rights (the “Parent Rights”) distributed to the holders of Parent Common Stock pursuant to the Rights Agreement, dated as of March 23, 2001, between Parent and Mellon Investor Services LLC (the “Rights Agreement”). At the close of business on June 30, 2003, (i) 7,357,075 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19outstanding, 2016, and (Bii) 10,000,000 27,846 shares of preferred stockParent Common Stock were held in the treasury of Parent or by Subsidiaries of Parent, par value $1.00 per share (the “Parent Preferred Stock”), of which iii) no shares of Parent Preferred preferred stock were issued or outstanding and (iv) 760,878 shares of Parent Common Stock are issued were reserved for issuance pursuant to outstanding options, warrants or other rights to purchase or otherwise acquire shares of Parent Common Stock 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 Stock Plans”). Section 2.2 of the Parent Letter (as hereinafter defined) sets forth a true and correct schedule as of June 30, 2003 of the aggregate number of outstanding as restricted stock, options and similar securities, showing the exercise prices and vesting schedules of such securities. As of the date of this Agreement, and no other except as set forth above, except for the issuance of shares of Parent Common Stock or pursuant to the Parent Stock Plans, no shares of capital stock or other voting securities of Parent Preferred Stock were issued and outstanding on such dateissued, reserved for issuance or outstanding. All of the shares of Parent Common Stock and Parent Preferred Stock issuable upon conversion of Company Common Stock and Company Preferred Stock at the Effective Time in accordance with Section 1.6(c) of this Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. All issued and outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessablein compliance with all appropriate securities laws. 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 no obligation to make any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of Parent or any securities or obligations convertible or exchangeable into or exercisable forcontributions, or giving otherwise provide assets or cash, to 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 Joint Venture (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matteras hereinafter defined).

Capital Structure. (ia) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (A) 14,000,000,000 1,000,000,000 shares of Parent Common StockStock and 5,000,000 shares of preferred stock $0.01 par value per share. At the close of business on May 17, of which 6,147,261,645 2004, (i) 416,092,491 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and outstanding; (Bii) 10,000,000 3,250,000 shares of preferred stock, par value $1.00 per share (Parent Common Stock were held in the “treasury of Parent Preferred Stock”), of which and no shares of Parent Preferred Common Stock were held by Subsidiaries of Parent; (iii) 38,324,281 shares of Parent Common Stock were reserved for issuance pursuant to outstanding options, warrants, restricted stock units or other rights to purchase or otherwise acquire shares of Parent Common Stock 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 Stock Plans"); and (iv) 159,448 stock appreciation rights are issued outstanding pursuant to the Parent Stock Plans. Between May 17, 2004 and outstanding the date of this Agreement, except as set forth above and except for the issuance of shares of Parent Common Stock pursuant to the Parent Stock Plans, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All of the shares of Parent Common Stock 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 and nonassessable and free of preemptive rights. 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 nonassessable. Section 5.2(b)(iexcept for (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”) this Agreement and (yii) 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreementabove, there are no preemptive or other outstanding rights, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments puts or rights Contracts (as hereinafter defined) to which Parent or any of its Subsidiaries is a party or by which any kind that obligate of them is bound obligating Parent or any of its Subsidiaries to issue issue, deliver, sell, redeem or sell otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock or other 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 matter.stock

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 360,000,000 shares of Parent Common Stock, 150,000 shares of which 6,147,261,645 preferred stock, par value $100.00 per share, and 5,000,000 shares of special stock, par value $1.12 ½ per share. As of June 30, 2004, (i) 111,909,727 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19outstanding, 2016, and (Bii) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other 36,121,350 shares of Parent Common Stock or were held by Parent in its treasury, (iii) 10,341,454 shares of Parent Preferred Common Stock were subject to outstanding Parent Stock Options and (vi) 4,347,586 shares of Parent Common Stock were reserved for issuance pursuant to the Parent Stock Plans. Except as set forth above, as of June 30, 2004, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since June 30, 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 Stock Options outstanding as of June 30, 2004. There are no outstanding stock appreciation rights linked to the price of Parent Common Stock and outstanding on such dategranted under Parent Stock Plan or otherwise. All of the outstanding shares of Parent Common Stock have been are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable. Section 5.2(b)(i) 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 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 AgreementDGCL, Parent has Charter, Parent By-laws or any Contract to which Parent is a party or otherwise bound. There are not issued any Parent Common Stock except pursuant to the exercise bonds, debentures, notes or other indebtedness of Parent Options and having the settlement 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 Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, may vote (“Voting Parent has not issued any Parent Options or Parent Common Stock UnitsDebt”). Except as set forth in this Section 5.2(b)above and except for the Parent Rights, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any Parent Subsidiary is a party or by which any of its Subsidiaries them is bound (i) obligating Parent or any Parent Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities Equity Interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other Equity Interest in, Parent or any securities Parent Subsidiary or obligations convertible or exchangeable into or exercisable forany Voting Parent Debt, or giving any Person a right to subscribe for or acquire from (ii) obligating 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) 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 its SubsidiariesParent Common Stock. As of the date of this Agreement, there are not any equity securities of Parent, and no securities or outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares 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 capital stock of Parent on or any matterParent Subsidiary.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 1,600,000,000 shares of Parent Common Stock and 100,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of which 6,147,261,645 business on July 7, 2014, (i) 531,283,513 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19outstanding, 2016, and (Bii) 10,000,000 1,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of 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 Series B Parent Preferred Stock were issued and outstanding on such date. All of the outstanding outstanding, (iii) 4,703,316 shares of Parent Common Stock have been duly authorized were reserved 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”) available for issuance 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 in respect of outstanding awards, including (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 exercise of Parent Options and the settlement A) 2,905,816 shares of Parent Common Stock Units subject to outstanding on October 19, 2016 Parent Performance Shares (at the target number set forth in accordance with their terms and, since October 19, 2016 to the date performance share agreement evidencing such Parent Performance Shares) and (B) 344,593 shares of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitsissuable upon settlement of deferred stock units of Parent (the “Parent DSUs”), and (iv) 34,116,111 shares of Parent Common Stock were reserved and available for issuance for awards not yet granted under Parent Stock Plans. Except as set forth in this Section 5.2(b3.03(a) (and other than (i) shares of Parent Common Stock to be issued pursuant to the Subscription Agreement and (ii) shares of Parent Capital Stock that may be issued pursuant to the Rights Agreement), as at the close of business on July 7, 2014, no shares of capital stock or voting securities of, or other equity interests in, Parent were issued, reserved for issuance or outstanding. From the close of business on July 7, 2014 to the date of this Agreement, there are have been no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights issuances by Parent of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or voting securities of, or other equity securities interests in, Parent other than the issuance of Parent Common Stock (i) in settlement of Parent Performance Shares or any securities Parent DSUs or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from (ii) in lieu of Parent or any DSUs at the election of its Subsidiaries, any equity securities directors 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 matter.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 20,000,000 shares of Parent Common Stockcommon stock, $1.25 par value, and 1,000,000 shares of preferred stock, $1.00 par value, of which 6,147,261,645 150,000 shares of have been designated Series A Junior Participating Preferred Stock and reserved for issuance pursuant to the Rights Agreement dated May 31, 1990, between Parent Common Stock were issued and outstanding Wachovia Bank and Trust Company, N.A., as of rights agent. At the close of business on October 19August 31, 20161996, 12,136,813 Parent Shares were issued and outstanding, (ii) 35,000 and 295,876 shares of Parent common stock were reserved for issuance pursuant to options not yet granted under Parent's 1995 Non-Employee Directors' Stock Option Plan and 1977 Stock Option Plan, respectively, (iii) 79,979 shares of Parent common stock were reserved for issuance under Parent's Stock Award Plan, (iv) 135,000 and 785,579 shares of Parent common stock were reserved for issuance pursuant to outstanding options granted under Parent's 1995 Non-Employee Director Stock Option Plan and 1977 Stock Option Plan and (Bv) 10,000,000 60,000 shares of preferred stockParent common stock were reserved for issuance pursuant to stock options granted in certain continuation of service agreements. Except as set forth above, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no capital stock or other shares equity or voting securities of Parent Common Stock are reserved for issuance or shares of Parent Preferred Stock were issued and outstanding on such dateoutstanding. All of the outstanding shares of capital stock of Parent Common Stock have been duly authorized are, and all such shares issuable upon the exercise of options will be, validly issued and are issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. Section 5.2(b)(i) of the No capital stock has been issued by Parent Disclosure Letter contains a correct and complete list as of October 19since August 31, 2016 of (x) the outstanding number of options to purchase 1996, other than Parent Common Stock (each, a “Parent Option”) Shares issued 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 exercise of Parent Options and the settlement of Parent Common Stock Units options outstanding on October 19, 2016 or prior to such date in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitsat such date. Except as set forth in this Section 5.2(b)for the stock options described above, as of the date of this AgreementAugust 31, 1996, there are were no preemptive outstanding or other outstanding rightsauthorized securities, options, warrants, conversion calls, rights, stock appreciation rightscommitments, redemption rights, repurchase preemptive rights, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any of its Subsidiaries subsidiaries is a party, or by which any of them is bound, obligating Parent or any of its subsidiaries to issue issue, deliver or sell sell, or cause to be issued, delivered or sold, any shares of capital stock or other equity or voting securities of of, or other ownership interests in, Parent or of any securities of its subsidiaries or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from obligating Parent or any of its Subsidiariessubsidiaries to issue, grant, extend or enter into any equity securities such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Prior to the Effective Time of Parentthe Merger, and no securities or obligations Parent shall have taken all necessary action to permit it to issue the number of Parent or any Shares required to be issued pursuant to terms of its Subsidiaries evidencing such rights are authorizedthis Agreement. The Parent Shares issued pursuant to the terms of this Agreement will, issued or outstandingwhen issued, be validly issued, fully paid and nonassessable and not subject to preemptive rights. Such Parent does not have outstanding any bondsShares will, debentureswhen issued, notes or other obligations be registered under the holders Securities Act and the Exchange Act and will, when issued, be listed on the NYSE, subject to notice 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 matterofficial issuance.

Capital Structure. (ia) As of the date of this Agreement, the authorized capital stock of Parent consists of 1,000,000,000 shares of Class A common stock, par value $0.0001 per share (A) 14,000,000,000 the “Parent Class A Common Stock”), 10,000,000 shares of Class B common stock, par value $0.0001 per share (the “Parent Class B Common Stock”), 50,000,000 shares of Parent Class X Common Stock, of which 6,147,261,645 shares of par value $0.0001 per share (the “Parent Class X Common Stock were issued Stock”) and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 100,000,000 shares of preferred stock, par value $1.00 0.0001 per share (the “Parent Preferred Stock” and collectively, the “Parent Shares”). As of December 29, 2022, (i) 266,882,880 shares of which Parent Class A Common Stock are issued and outstanding, (ii) no shares of Parent Class B Common Stock are issued and outstanding, (iii) 34,534,930 shares of Parent Class X Common Stock are issued and outstanding, (iv) no shares of Parent Preferred Stock are issued and outstanding; (v) no Parent Shares are held in the treasury, (vi) 8,853,658 Parent Options are issued and outstanding and (vii) 24,435,550 Parent restricted stock units are issued and outstanding. All of the issued and outstanding Parent Shares are validly issued, fully paid and non-assessable and have been issued and granted in compliance in all material respects with all applicable Laws (including federal and state securities laws). Except as set forth in Section 6.2(a) or the 8,853,658 Parent Options issued and outstanding pursuant to Parent’s 2021 Incentive Award Plan, Parent’s 2021 Employee Stock Purchase Plan or Parent’s Amended and Restated 2017 Stock Plan, Parent has not granted any options, warrants, rights, “phantom” rights or other securities convertible into or exchangeable or exercisable for Parent Shares, , there are no other Contracts providing for the issuance of additional Parent Shares or for the repurchase or redemption of Parent Shares. 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b6.2(a), as no other class of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities interests 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 is authorized, issued or outstanding. From the close of business on the date of this Agreement to the Closing Date, there will be no issuances of any Parent does not have outstanding any bondsEquity Interests, 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.other

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 1,500,000,000 shares of Parent Common Stock 39,000,000 shares of Parent Class B Common Stock and 1,000,000 shares of Preferred Stock, par value $.001 per share ("PARENT PREFERRED STOCK"). At the close of which 6,147,261,645 business on June 25, 2001, (i) 103,820,962 shares of Parent Common Stock were issued and outstanding, (ii) 4,762,000 shares of Parent Class B Common Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) 16,536,718 shares of Parent Common Stock were issuable pursuant to outstanding Parent Stock Options, (v) no shares of Preferred Stock were issued or outstanding, and (vi) no shares of 10.5% cumulative preferred stock, par value $10.00 per share, were issued and outstanding. All outstanding shares of capital stock of Parent Common Stock are, and all shares of Parent Common Stock which may be issued pursuant to this Agreement will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date hereof there are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except (i) as set forth above in this Section 3.2(c), and (ii) for shares of Parent Common Stock reserved for issuance under any plan or arrangement providing for the grant of options to purchase shares of Parent Common Stock to current or former officers, directors, employees or consultants of Parent or its Subsidiaries (the "PARENT STOCK PLANS") or resulting from the issuance of shares of Parent Common Stock pursuant to options or other benefits issued or granted pursuant to the Parent Stock Plans outstanding as of the close of business on October 19June 25, 20162001, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date hereof (x) there are not issued, issuable, reserved for issuance or outstanding (A) any shares of this Agreementcapital stock or other voting securities of Parent, (B) any securities of Parent convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent, (C) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, and no other 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, or (D) any stock appreciation rights or rights to receive 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 nonassessable. Section 5.2(b)(i) of a deferred basis granted under 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”) Purchase Plans or otherwise; and (y) the there are not any outstanding number obligations of rights Parent or any Parent Subsidiary to receive repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither Parent Common Stock (pursuant nor any Significant Subsidiary is a party to deferred shares, performance shares and restricted stock units) under the Parent Stock Plans (each a “Parent Common Stock Unit”). From October 19, 2016 any voting agreement with respect to the execution voting of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitssuch securities. Except as set forth in this Section 5.2(b)3.2(c) and in the Joint Venture Agreement among Parent, as of the date of this AgreementTMP Worldwide Pty Limited, Xxxxxxx.xxx A&NZ Pty Limited, ninemsn Pty Limited, Turustar Pty Limited and Clycal Pty Limited, there are no preemptive issued, issuable, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights (A) securities of any kind that obligate Parent or any of its Subsidiaries to issue Parent Significant Subsidiary convertible into or sell any exchangeable or exercisable for shares of capital stock or other equity securities of Parent or any voting securities or obligations convertible ownership interests in any Parent Significant Subsidiary, (B) warrants, calls, options or exchangeable into or exercisable for, or giving any Person a right other rights to subscribe for or acquire from Parent or any of its Subsidiaries, any equity securities Significant Subsidiary of Parent, and no obligation of Parent or any Significant Subsidiary of Parent 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 Significant Subsidiary of Parent or (C) 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 Significant Subsidiary of Parent on to repurchase, redeem or otherwise acquire any mattersuch outstanding securities of the 24 Significant Subsidiaries of Parent or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 200,000,000 shares of Parent Common StockStock and 3,000,000 shares of preferred stock, par value $0.01 per share, of which 6,147,261,645 Parent ("PARENT AUTHORIZED PREFERRED STOCK"), of which, as of October 2, 2003, 14,000 shares have been designated as Series C Preferred Stock ( "PARENT PREFERRED STOCK"). As of October 2, 2003: (i) 45,562,492 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016outstanding, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other 3,950,022 shares of Parent Common Stock or were held by Parent in its treasury; (ii) no shares of Parent Authorized Preferred Stock were issued and outstanding on such date. All of the outstanding or held by Parent in its treasury; (iii) 5,832,492 shares of Parent Common Stock have been duly authorized were reserved for issuance pursuant to Parent's stock-based compensation plans and validly issued and all other plans, agreements or arrangements providing for equity-based compensation to any director, employee, consultant or independent contractor of Parent or any of its Subsidiaries (such plans, collectively, the "PARENT STOCK PLANS"), of which 3,187,508 shares 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 subject to outstanding number of employee stock options or other rights 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 or receive Parent Common Stock (pursuant to deferred shares, performance shares and restricted stock units) granted under the Parent Stock Plans (each a “Parent Common Stock Unit”collectively, "PARENT STOCK OPTIONS"). From October 19, 2016 to the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement ; (iv) no shares of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 are reserved for issuance pursuant to the date securities convertible into or exchangeable for shares of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units("PARENT CONVERTIBLE SECURITIES"); and (v) other than as set forth above, no other shares of Parent Authorized Preferred Stock have been designated. All outstanding shares of capital stock of Parent are, and all shares thereof which may be issued prior to the Closing, and all shares thereof which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in this Section 5.2(b3.2(b), as provided under the Parent Rights Agreement and for changes since October 2, 2003 resulting from the issuance of shares of Parent Common Stock pursuant to the Parent Stock Plans, Parent Employee Stock Options or Parent Convertible Securities and other rights referred to in this Section 3.2(b), as of the date of this Agreementhereof, (x) there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell (A) any shares of capital stock or other equity voting securities of other ownership interests of Parent, (B) any securities of Parent or any securities or obligations Subsidiary of Parent convertible into or exchangeable into or exercisable forfor shares of capital stock or voting securities of other ownership interests of Parent, (C) any warrants, calls, options or giving any Person a right other rights to subscribe for or acquire from Parent or any of its Subsidiaries, any equity securities Subsidiary of Parent, and no any obligation of Parent or any Subsidiary of Parent to issue, any capital stock, voting securities or other ownership interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of other ownership interests of Parent, and (y) there are no outstanding obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. As of the date hereof, there are no outstanding (A) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests in any Subsidiary of Parent, (B) warrants, calls, options or other rights to acquire from Parent or any Subsidiary of Parent, or any obligation of Parent or any Subsidiary of Parent 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 other ownership interests in, any Subsidiary of Parent or (C) obligations of Parent or any of its Subsidiaries evidencing to repurchase, redeem or otherwise acquire any such rights are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders securities of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders Subsidiaries of Parent on or to issue, deliver or sell, or cause to be issued, delivered or sold, any mattersuch securities.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 300,000,000 shares of Parent Common Stock and 1,000,000 shares of Parent's preferred stock, par value $.01 per share ("Parent Preferred Stock"), of which there were issued and outstanding as of the close of business on October 19May 20, 20161999, and (B) 10,000,000 116,741,621 shares of preferred stockParent Common Stock (before giving effect to the 2-for-1 split of Parent Common Stock which became effective on May 21, par value $1.00 per share (the “Parent Preferred Stock”), of which 1999) and no shares of Parent Preferred Stock Stock. 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 after May 20, 1999, other than shares issued pursuant to the Parent stock split described above and other than pursuant to the exercise of options outstanding as of such date under Parent's 1993 Stock Option Plan and 1996 Stock Incentive Plan (collectively, 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 dateOption Plans"). All of the outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued and are issued, fully paid and nonassessablenon-assessable and are free and clear 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 or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws, each as amended, of Parent or any agreement to which Parent is a party or by which it is bound. Section 5.2(b)(i) As of the close of business on May 20, 1999, Parent Disclosure Letter contains had reserved an aggregate of 17,704,144 shares of Common Stock for issuance to employees, consultants and directors pursuant to the Parent Stock Option Plans, of which 15,096,000 shares are subject to outstanding, unexercised options, and an aggregate of 675,000 shares are available for issuance under the Parent's 1996 Stock Purchase Plan. Parent has not issued or granted any stock appreciation rights or performance units under the Parent Stock Option Plans or otherwise. Except for (i) the rights created pursuant to this Agreement and the Parent Stock Option Plans (including options thereunder) and (ii) Parent's right to repurchase any unvested shares under the Parent Stock Option Plans, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Parent is a correct 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 capital stock of Parent 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. There are no contracts, commitments or agreements relating to voting, purchase or sale of Parent's capital stock between or among Parent and any of its stockholders. True and complete list as copies of October 19all material agreements and instruments relating to or issued under the Parent Stock Option Plans have been provided or made available to Company and such agreements and instruments have not been amended, 2016 modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form provided or made available to Company. All outstanding shares of (x) the outstanding number of Parent Common Stock and all options to purchase Parent Common Stock (each, a “Parent Option”) pursuant to certain of Parent’s compensation were issued in compliance with all applicable federal 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 state securities laws. The 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19to be issued pursuant to Section 1.6 hereof, 2016 when issued in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b)will be duly authorized, as of the date of this Agreementvalidly issued, there are no preemptive or other outstanding rightsfully paid and non-assessable, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights and free and clear of any kind that obligate Parent liens or any of its Subsidiaries to issue encumbrances other than liens or sell any shares of capital stock encumbrances created by or other 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 imposed upon 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 matterthereof.

Capital Structure. (ia) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (A) 14,000,000,000 1,000,000,000 shares of Parent Common StockStock and 5,000,000 shares of preferred stock $0.01 par value per share. At the close of business on May 17, of which 6,147,261,645 2004, (i) 416,092,491 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and outstanding; (Bii) 10,000,000 3,250,000 shares of preferred stock, par value $1.00 per share (Parent Common Stock were held in the “treasury of Parent Preferred Stock”), of which and no shares of Parent Preferred Common Stock were held by Subsidiaries of Parent; (iii) 38,324,281 shares of Parent Common Stock were reserved for issuance pursuant to outstanding options, warrants, restricted stock units or other rights to purchase or otherwise acquire shares of Parent Common Stock 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 Stock Plans”); and (iv) 159,448 stock appreciation rights are issued outstanding pursuant to the Parent Stock Plans. Between May 17, 2004 and outstanding the date of this Agreement, except as set forth above and except for the issuance of shares of Parent Common Stock pursuant to the Parent Stock Plans, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All of the shares of Parent Common Stock 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 and nonassessable and free of preemptive rights. 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 nonassessable. Section 5.2(b)(iexcept for (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”) this Agreement and (yii) 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreementabove, there are no preemptive or other outstanding rights, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments puts or rights Contracts (as hereinafter defined) to which Parent or any of its Subsidiaries is a party or by which any kind that obligate of them is bound obligating Parent or any of its Subsidiaries to issue issue, deliver, sell, redeem or sell otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other equity securities of Parent or any voting 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 matter.equity

Capital Structure. (i) As of the date of this Agreementhereof, the authorized capital ----------------- stock of Parent consists of (Ai) 14,000,000,000 150,000,000 shares of Parent Common Stock, and (ii) 50,000,000 shares of preferred stock, par value $0.01 per share, of which 6,147,261,645 1,500,000 shares are designated Series A Junior Participating Preferred Stock ("Parent Series A Preferred Stock"). At the close of business on April 15, 1998, (i) 91,024,996 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19outstanding, 2016, and (Bii) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other 20,018,187 shares of Parent Common Stock or shares were reserved for issuance pursuant to Parent's stock option plan (subject to adjustment in accordance with the terms of such stock option plan in the form filed as an exhibit to the Filed Parent Preferred Stock were issued and outstanding on such date. All of the outstanding SEC Documents (as hereinafter defined)), (iii) 4,000,000 shares of Parent Common 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 October 19, 2016 of (x) the outstanding number of options to purchase Parent Common Stock (each, a “Parent Option”) were reserved for issuance pursuant to certain of Parent’s compensation and benefit plans (such compensation and benefit plans's employee stock purchase plan, the “Parent Stock Plans”) and (yiv) the outstanding number 1,500,000 shares of rights to receive Parent Common Series A Preferred 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 were authorized for issuance solely pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 preferred stock purchase rights issued pursuant to the date of this Rights Agreement, dated December 18, 1997, between Parent has not issued any Parent Options or Parent Common Stock Unitsand The First National Bank of Boston, as rights agent. Except as set forth in this Section 5.2(b)the immediately preceding sentence, as at the close of the date of this Agreementbusiness on April 15, there are 1998, no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of Parent or any securities or obligations convertible or exchangeable into or exercisable forwere issued, or giving any Person a right to subscribe reserved 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 issuance or outstanding. All outstanding shares of capital stock of Parent does are, and all shares of Parent Common Stock which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, $0.01 par value per share, all of which shares have outstanding any been validly issued, are fully paid and nonassessable and are owned by Parent. As of the date hereof, no bonds, debentures, notes or other obligations the holders indebtedness of which have Parent having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which the stockholders of Parent on any mattermay vote are issued or outstanding.

Capital Structure. (i) The authorized capital stock of Parent consists of 50,000,000 shares of Parent's Common Stock and 5,000,000 shares of preferred stock, $.01 par value. As of the date of this Agreement, the authorized capital stock of Parent consists of : (Ai) 14,000,000,000 2,924,121 shares of Parent Parent's Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued and 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 Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other outstanding; (ii) 1,500,000 shares of Parent Common Stock or 6% Convertible Preferred Stock, which stock is convertible into shares of Parent Preferred Stock were issued and outstanding on such date. All at the lesser of 70% of the outstanding current market price for such stock at the time of conversion or $.52 per share, are reserved for issuance; and (iii) 2,309,476 shares of Parent Parent's Common 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 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 reserved for issuance upon exercise of Parent Options outstanding options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitswarrants. Except as set forth in above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares of Preferred Stock which may be issued pursuant to this Section 5.2(b)Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All shares of Preferred Stock or Parent Common Stock issued pursuant to this Agreement will, when so issued, be registered or exempt from registration under any applicable federal or state securities laws. There are no outstanding bonds, debentures, notes or other indebtedness or other such securities of Parent having the right to vote on any matters on which stockholders of Parent may vote. Except as of the date of this Agreementset forth above, there are no preemptive or other outstanding rightssecurities, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate obligating Parent or any of its Subsidiaries subsidiaries to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any securities of its subsidiaries or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from obligating Parent or any of its Subsidiariessubsidiaries to issue, grant, extend or enter into any equity securities of Parentsuch security, and no securities option, warrant, call, 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 matterright.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of the Parent consists of (A) 14,000,000,000 150,000,000 shares of the Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016$0.001 par value per share, and (B) 10,000,000 shares of preferred stock, $0.001 par value $1.00 per share value. As of the date hereof (the “Parent Preferred Stock”), of which no i) 67,588,021 shares of the Parent Preferred Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding as and (iii) no shares of the date of this Agreement, and no other shares of Parent Common Stock or shares of preferred stock are held by the 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 nonassessablein its treasury. Section 5.2(b)(i) 4.03 of the Parent Disclosure Letter contains a correct Schedules sets forth the authorized capital stock of each Intra-Asia Subsidiaries as well as the issued and complete list as outstanding capital of October 19, 2016 each 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsIntra-Asia Subsidiaries. Except as set forth above, no shares of capital stock or other voting securities of any Intra-Asia Company were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of each Intra-Asia Company are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in this violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of (i) as relating to the Parent, the General Corporation Law of the State of Nevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound, and (ii) as relating to each Intra-Asia Subsidiary, such Intra-Asia Subsidiary Organizational Documents, applicable law or any Contract to which such Intra-Asia Subsidiary is a party or otherwise bound. Except as disclosed in Section 5.2(b4.03 of the Parent Disclosure Schedule, there are not any bonds, debentures, notes or other indebtedness of any Intra-Asia Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of capital stock of such Intra-Asia Company may vote (“Voting Debt”). Except as set forth above or in Section 4.03 of the Parent Disclosure Schedule, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate Parent to which any Intra-Asia Company is a party or any of its Subsidiaries by which such Intra-Asia Company is bound (i) obligating such Intra-Asia Company to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent interests in, or any securities security convertible or obligations convertible exercisable for or exchangeable into any capital stock of or exercisable forother equity interest in, or giving any Person a right to subscribe for or acquire from Parent such Intra-Asia Company or any of its SubsidiariesVoting Debt, (ii) obligating such Intra-Asia Company to issue, grant, extend or enter into any equity securities of Parentsuch option, and no securities warrant, call, right, security, commitment, Contract, arrangement or obligations of Parent undertaking or (iii) that give 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 person the right to vote (receive any economic benefit or convertible into right similar to or exercisable for securities having derived from the economic benefits and rights occurring to holders of the capital stock of the such Intra-Asia Company. As of the date of this Agreement, except as disclosed in Section 4.03 of the Parent Disclosure Schedule, there are not any outstanding contractual obligations of any Intra-Asia Company to repurchase, redeem or otherwise acquire any shares of capital stock of such Intra-Asia Company. Except as set forth in Schedule 4.03 of the Parent Disclosure Schedule, no Intra-Asia Company is a party to any agreement granting any securityholder of such Intra-Asia Company the right to vote) with cause the stockholders such Intra-Asia Company to register shares of the capital stock or other securities of the Parent on any matterheld by such securityholder under the Securities Act. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. (a) The authorized capital stock of Parent consists of 2,000,000,000 Parent Shares and 10,000,000 shares of Preferred Stock, par value $1.00 per share ("Parent Preferred Stock"). At the close of business on March 28, 2003, (i) 747,788,465 Parent Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 150,125,817 Parent Shares were held by Parent in its treasury, (iii) 65,769,847 Parent Shares were reserved for issuance pursuant to outstanding options to purchase Parent Shares (options to purchase Parent Shares being "Parent Stock Options") granted under Parent's 2002 Long-Term Incentive Plan, 1992 Long-Term Incentive Plan or 1993 Directors' Stock Option Plan (together with Parent's Employee Stock Purchase ESPP, the "Parent Stock Incentive Plans"), (iv) 61,985,645 Parent Shares were reserved for the grant of additional awards under the Parent Stock Incentive Plans and (v) no shares of Parent Preferred Stock were issued and outstanding. As of the date of this Agreement, except as set forth above, no Parent Shares were issued, reserved for issuance or outstanding, no Parent Stock Options have been granted and there are not any phantom stock or other contractual rights the authorized value of which is determined in whole or in part by the value of any capital stock of Parent consists of (A) 14,000,000,000 shares of "Parent Common StockStock Equivalents"). Since March 28, of which 6,147,261,645 shares of Parent Common Stock were issued 2003 and 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 Parent Preferred Stock are issued and outstanding as of or prior to the date of this Agreement, and no other shares except for the exercise 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 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 “any Parent Stock Plans”Options referred to in clause (iii) 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 Agreementabove, Parent has not issued any Parent Common Shares or made any grant of awards under the Parent Stock except Incentive Plans or authorized or entered into any Contract to do any of the foregoing. There are no outstanding stock appreciation rights with respect to the capital stock of Parent. Each outstanding Parent Share is, and each Parent Share which may be issued pursuant to Parent Stock Incentive Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Other than the exercise Parent Shares and the Parent Preferred Stock, there are no other authorized classes of capital stock of Parent. Other than Parent's 4 7/8% Convertible Notes due 2005 and 2% Senior Convertible Contingent Debt Securities due 2008, there are no outstanding bonds, debentures, notes or other indebtedness of Parent Options having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which Parent's stockholders may vote. Other than the warrants held by iFormation Group Holdings, LP and the settlement an Affiliate of Parent Common Stock Units outstanding on October 19J.P. Morgan & Chase Co. and as set forth above, 2016 in accordance with their terms and, since October 19, 2016 to as of the date of this AgreementXxxxxxxxx, thxxx xre no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its Significant Subsidiaries is a party or by which any of them is bound obligating Parent or any of its Significant Subsidiaries to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of capital stock, Parent has not issued any Parent Stock Options or other voting securities or Parent Common Stock UnitsEquivalents of Parent or of any of its Significant Subsidiaries or obligating Parent or any of its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except as set forth in this Section 5.2(b), as As of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 contractual obligations of Parent or any of its Significant Subsidiaries evidencing such rights are authorizedto repurchase, issued redeem or outstanding. Parent does not have outstanding otherwise acquire any bonds, debentures, notes or other obligations the holders shares of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders capital stock of Parent on or any matterof its Significant Subsidiaries. There are no outstanding agreements to which Parent, its Significant 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 Significant Subsidiaries.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of the Parent consists of (A) 14,000,000,000 40,000,000 shares of the Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016$0.01 par value per share, and (B) 10,000,000 shares of preferred stock, $0.01 par value $1.00 per share value. As of the date hereof (the “Parent Preferred Stock”), of which no i) 1,120,000 shares of the Parent Preferred Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding as and (iii) no shares 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 preferred stock are fully paid and nonassessable. Section 5.2(b)(i) of held by 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitsits treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in this violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. Except as disclosed in Section 5.2(b4.03 of the Parent Disclosure Schedule, there are not any bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of capital stock of the Parent may vote (“Voting Debt”). Except as set forth above or in Section 4.03 of the Parent Disclosure Schedule, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Parent is a party or any of its Subsidiaries by which such entity is bound (i) obligating the Parent to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent interests in, or any securities security convertible or obligations convertible exercisable for or exchangeable into any capital stock of or exercisable forother equity interest in, or giving any Person a right to subscribe for or acquire from Parent such entity or any of its SubsidiariesVoting Debt, (ii) obligating the Parent to issue, grant, extend or enter into any equity securities of Parentsuch option, and no securities warrant, call, right, security, commitment, Contract, arrangement or obligations of Parent undertaking or (iii) that give 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 person the right to vote (receive any economic benefit or convertible into right similar to or exercisable for securities having derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of the date of this Agreement, except as disclosed in Section 4.03 of the Parent Disclosure Schedule, there are not any outstanding contractual obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent. Except as set forth in Schedule 4.03 of the Parent Disclosure Schedule, the Parent is not a party to any agreement granting any securityholder of such entity the right to vote) with cause the stockholders such entity to register shares of the capital stock or other securities of the Parent on any matterheld by such securityholder under the Securities Act. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The authorized capital stock of Parent consists of 26,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share, of Parent (i) "PARENT PREFERRED STOCK"). As of the date of this Agreement, the authorized capital stock of Parent consists of : (Ai) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 5,873,563 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and outstanding; (Bii) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other 1,800,198 shares of Parent Common Stock or were held by Parent in its treasury; (iii) no shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding or held by Parent in its treasury; (iv) 1,374,316 shares of Parent Common Stock have been duly authorized were reserved for issuance pursuant to Parent's stock-based compensation plans and validly issued and all other plans, agreements or arrangements providing for equity-based compensation to any director, employee, consultant or independent contractor of Parent or any of its Subsidiaries (such plans, collectively, the "PARENT STOCK PLANS"), of which 641,685 shares 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 subject to outstanding number of employee stock options or other rights 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 or receive Parent Common Stock (pursuant to deferred shares, performance shares and restricted stock units) granted under the Parent Stock Plans (each a “Parent Common Stock Unit”collectively, "PARENT STOCK OPTIONS"). From October 19, 2016 to the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options ; and the settlement (v) no shares of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 are reserved for issuance pursuant to the date securities convertible into or exchangeable for shares of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units("PARENT CONVERTIBLE SECURITIES"). All outstanding shares of capital stock of Parent are, and all shares thereof which may be issued prior to the Closing, and all shares thereof which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in this Section 5.2(b3.2(c), as of the date of this Agreementhereof, (x) there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell (A) any shares of capital stock or other equity voting securities of other ownership interests of Parent, (B) any securities of Parent or any securities or obligations Subsidiary of Parent convertible into or exchangeable into or exercisable forfor shares of capital stock or voting securities of other ownership interests of Parent, (C) any warrants, calls, options or giving any Person a right other rights to subscribe for or acquire from Parent or any of its Subsidiaries, any equity securities Subsidiary of Parent, and no any obligation of Parent or any Subsidiary of Parent to issue, any capital stock, voting securities or other ownership interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of other ownership interests of Parent, and (y) there are no outstanding obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. As of the date hereof, there are no outstanding (A) securities of Parent or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests in any Subsidiary of Parent, (B) warrants, calls, options or other rights to acquire from Parent or any Subsidiary of Parent, or any obligation of Parent or any Subsidiary of Parent 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 other ownership interests in, any Subsidiary of Parent or (C) obligations of Parent or any of its Subsidiaries evidencing to repurchase, redeem or otherwise acquire any such outstanding securities of Subsidiaries of Parent or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither Parent nor any of its Subsidiaries is a party and, to the knowledge of Parent as of the date hereof, no other Person having beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of 5% or more of the outstanding Parent Common Stock (a "MAJOR PARENT STOCKHOLDER") is a party, to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to any of the securities of Parent or any of its Subsidiaries. There are authorized, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes no voting trusts or other obligations agreements or understandings to which Parent or any of its Subsidiaries is a party or, to the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders knowledge of Parent on as of the date hereof, any matterMajor Parent Stockholder is a party with respect to the voting of the capital stock of Parent or any of its Subsidiaries.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 360,000,000 shares of Parent Common Stock, 150,000 shares of which 6,147,261,645 preferred stock, par value $100.00 per share, and 5,000,000 shares of special stock, par value $1.12 1/2 per share. As of June 30, 2004, (i) 111,909,727 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19outstanding, 2016, and (Bii) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other 36,121,350 shares of Parent Common Stock or were held by Parent in its treasury, (iii) 10,341,454 shares of Parent Preferred Common Stock were subject to outstanding Parent Stock Options and (vi) 4,347,586 shares of Parent Common Stock were reserved for issuance pursuant to the Parent Stock Plans. Except as set forth above, as of June 30, 2004, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since June 30, 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 Stock Options outstanding as of June 30, 2004. There are no outstanding stock appreciation rights linked to the price of Parent Common Stock and outstanding on such dategranted under Parent Stock Plan or otherwise. All of the outstanding shares of Parent Common Stock have been are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable. Section 5.2(b)(i) 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 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 AgreementDGCL, Parent has Charter, Parent By-laws or any Contract to which Parent is a party or otherwise bound. There are not issued any Parent Common Stock except pursuant to the exercise bonds, debentures, notes or other indebtedness of Parent Options and having the settlement 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 Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, may vote ("Voting Parent has not issued any Parent Options or Parent Common Stock UnitsDebt"). Except as set forth in this Section 5.2(b)above and except for the Parent Rights, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any Parent Subsidiary is a party or by which any of its Subsidiaries them is bound (i) obligating Parent or any Parent Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities Equity Interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other Equity Interest in, Parent or any securities Parent Subsidiary or obligations convertible or exchangeable into or exercisable forany Voting Parent Debt, or giving any Person a right to subscribe for or acquire from (ii) obligating 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) 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 its SubsidiariesParent Common Stock. As of the date of this Agreement, there are not any equity securities of Parent, and no securities or outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares 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 capital stock of Parent on or any matterParent Subsidiary.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 30,000,000 shares of Parent Common Stock, of which 6,147,261,645 12,873,447 shares of Parent Common Stock were issued and outstanding as of the close of business on October 1931, 20161999, and (B) 10,000,000 2,000,000 shares of preferred stockPreferred Stock, par value $1.00 0.01 per share (the “Parent Preferred Stock”)share, of which no shares of Parent Preferred Stock are issued and were outstanding as of the date close of this Agreementbusiness on October 31, and no other shares of Parent Common Stock or shares of Parent Preferred Stock were issued and outstanding on such date1999. All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued and are issued, fully paid paid, and nonassessable. Section 5.2(b)(i) of the Parent Disclosure Letter contains a correct and complete list has no Parent Common Stock reserved for issuance, except that, as of October 1931, 2016 of (x) the outstanding number of options to purchase Parent Common Stock (each1999, 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 there were 2,050,000 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 exercise of Parent Options and the settlement of Parent Common Stock Units reserved for issuance pursuant to the 1998 Stock Incentive Plan (the "Parent Stock Plan") and an aggregate of 45,450 shares of Parent Common Stock reserved for issuance under outstanding on warrants. On October 1931, 2016 in accordance with their terms and1999, since October 19there were outstanding options to acquire an aggregate of 1,359,458 shares of Parent Common Stock. Each of the outstanding shares of capital stock of each of Parent's Subsidiaries is duly authorized, 2016 to validly issued, fully paid, and nonassessable and owned by a direct or indirect wholly-owned subsidiary of Parent, free and clear of any lien, pledge, security interest, claim, or other encumbrance. As of the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except except as set forth above, and in this Section 5.2(b)Parent's registration statement filed on Form S-1 and effective May 4, as of 1999, on the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, or commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other equity securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person person a right to subscribe for or acquire from acquire, any securities of 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 issued, or outstandingoutstanding other than options outstanding under the Parent Stock Plan. As of the date of this Agreement, Parent does not have outstanding any bonds, debentures, notes 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 mattermatter ("Parent Voting Debt").

Capital Structure. (ia) As of the date of this Agreement, the authorized capital stock of the Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 30,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 3,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”). At the close of business on February 8, of which no shares of Parent Preferred Stock are issued 2021 (such date and outstanding as of time, the date of this Agreement“Measurement Date”), and no other (i) 9,327,574 shares of Parent Common Stock or were issued and outstanding; (ii) no shares of Parent Preferred Stock were issued and outstanding on such date. All of the outstanding outstanding; (iii) 2,068,968 shares of Parent Common Stock have been duly authorized were reserved and validly issued available for issuance pursuant to the Parent 2011 Plan, of which 1,367,770 shares were subject to outstanding options, deferred stock awards, and are fully paid and nonassessable. Section 5.2(b)(i) unvested restricted stock units 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”) 701,192 shares are eligible for grant under future awards; and (yiv) the outstanding number of rights to receive Parent Common Stock (pursuant to deferred shares, performance 63,196 additional 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 exercise of Parent Options and the settlement of Parent Common Stock Units were reserved and available for issuance pursuant to the Parent ESPP. As of the Measurement Date, no (A) shares of capital stock or other voting securities of; (B) other equity or voting interests in; (C) securities convertible into or exchangeable for, or options, warrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in; or (D) stock appreciation rights, “phantom” stock rights, or other rights that give the holder thereof any economic or voting interest of a nature accruing to the holders of capital stock in (clauses (A), (B), (C) and (D), collectively, “Equity Interests”) the Parent were issued, reserved for issuance or outstanding on October 19, 2016 except as set forth in accordance with their terms and, since October 19, 2016 this Section 5.3(a) or otherwise contemplated for issuance pursuant to this Agreement. From and after the Measurement Date through the date of this Agreement, the Parent has not (i) issued any Equity Interests or (ii) incurred any obligation to make any payments based on the price or value of any Equity Interests or dividends (or other distributions) paid thereon or revenues, earnings or financial performance or any other attribute of the Parent, in each case other than pursuant to Parent’s equity-based awards, purchase rights and stock awards granted pursuant to the Parent Options or Parent Common Stock Units. Except as set forth Plans, in this Section 5.2(b), each case that were outstanding as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 ParentMeasurement Date, and no securities or obligations of Parent or any of its Subsidiaries evidencing in accordance with their respective terms as in effect at 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 mattertime.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 100,000,000 shares of Parent Common Stock and 10,000,000 shares of Parent Preferred Stock, of which there were issued and outstanding outstanding, as of the close of business on October 19September 15, 20162005, the following shares of Parent Common Stock: (i) 20,397,210 shares of Class A Common Stock, (ii) 319,388 shares of Class B Common Stock and (iii) 319,388 shares of Class C Common Stock. There are no issued and outstanding shares of Parent Preferred Stock. There are no other outstanding shares of capital stock or voting securities, and (B) 10,000,000 there are a sufficient number of authorized shares of preferred stock, par value $1.00 per share Parent Common Stock available to satisfy all outstanding commitments to issue any shares of Parent Capital Stock pursuant to (i) the exercise of options outstanding as of such date under Parent’s 2003 Long Term Incentive Compensation Plan (the “Parent Preferred StockStock Option Plan”), of which no shares of Parent Preferred Stock are issued and outstanding as of (ii) the date terms of this Agreement, and no (iii) all other shares of Parent Common Stock or shares of Parent Preferred Stock were issued and outstanding on such datecapital stock issuance obligations. All of the outstanding shares of Parent Common Stock have been are duly authorized and authorized, validly issued and are issued, fully paid and nonassessablenon-assessable and are free and clear of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Amendment or Restatement or Bylaws, each as amended, of Parent or any agreement to which Parent is a party or by which it is bound. Section 5.2(b)(i) of Parent has issued or granted 506,175 phantom shares under the Parent Disclosure Letter contains a correct Stock Option Plan. There are no contracts, commitments or agreements relating to voting, purchase or sale of Parent’s capital stock between or among Parent and any of its stockholders except as contemplated hereby. True and complete list as copies of October 19all material agreements and instruments relating to or issued under the Parent Stock Option Plan have been provided or made available to the Company (including through the SEC’s XXXXX Database) and such agreements and instruments have not been amended, 2016 modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form provided or made available to the Company. All outstanding shares of (x) the outstanding number of Parent Common Stock and all options to purchase Parent Common Stock (each, a “were issued in compliance with all applicable federal and state securities laws. The shares of Parent Option”) Capital Stock to be issued 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 when issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b)will be duly authorized, as of the date of this Agreementvalidly issued, there are no preemptive or other outstanding rightsfully paid and non-assessable, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights and free and clear of any kind that obligate Parent Liens other than Liens created by or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 imposed upon 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 matterthereof.

Capital Structure. (i) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 700,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 20,000,000 shares of preferred stock, par value $1.00 per share share, including 7,335,000 shares of Parent Preferred Stock. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $1.00 per share, and 100 shares of preferred stock, par value $0.001 per share. From the date hereof until immediately prior to the Merger, all of the capital stock or other equity interests of Merger Sub shall be owned, directly or indirectly, by Parent. As of the close of business on March 21, 2019 (the “Parent Preferred StockCapitalization Date”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other (A) 420,586,784 shares of Parent Common Stock or were issued and outstanding (including 566,840 shares of Parent Common Stock underlying Parent Restricted Stock Awards), (B) 6,867,357 shares of Parent Preferred Stock were issued and outstanding, (C) 106,947 shares of Parent Common Stock were issuable upon exchange of limited partnership units of the Parent Operating Partnership (excluding redemption of the Partnership Units paired with Parent Preferred Stock), (D) 1,984,815 shares of Parent Common Stock were reserved for issuance under the Parent Equity Plans, (E) options to purchase 317,075 shares of Parent Common Stock granted under the Parent Equity Plans (each, a “Parent Stock Option”) were outstanding, (F) Parent RSU Awards relating to 2,710,845 shares of Parent Common Stock were outstanding on such date(assuming, in the case of performance-based Parent RSU Awards, the achievement of maximum performance) and (G) no shares of Parent capital stock were held by any Subsidiaries of Parent. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued Parent Preferred Stock are, 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 all 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19that may be issued prior to the Effective Time or in connection with the Merger pursuant to Section 2.1(a) shall be, 2016 when issued in accordance with their the respective terms andthereof, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 duly authorized, issued or outstanding. Parent does validly issued, fully paid and non-assessable and not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right subject to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterpreemptive rights.

Capital Structure. (i) As of the date of this AgreementExecution Date, the authorized capital stock of Parent Buyer consists of (Aa) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 1,000,000 shares of preferred stock, par value $1.00 0.0001 per share and (the “Parent Preferred Stock”), of which no b) 145,000,000 shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreementcommon stock, and no other par value $0.0001 per share, including (i) 125,000,000 shares of Parent Class A Common Stock or and (ii) 20,000,000 shares of Parent Preferred Class B Common Stock. At the close of business on June 2, 2018: (i) 27,500,000 shares of Buyer Class A Common Stock were issued and outstanding on such dateand (ii) 6,875,000 shares of Buyer Class B Common Stock were issued and outstanding, and (iii) 7,500,000 warrants, each entitling the holder thereof to purchase one share of Buyer Class A Common Stock at an exercise price of $11.50 per share of Buyer Class A Common Stock (the “Buyer Warrants”) were issued and outstanding. All of the outstanding shares of Parent Buyer Class A Common Stock, Buyer Class B Common Stock have been duly authorized and Buyer Warrants are validly issued and are issued, fully paid and nonassessablenon-assessable and are not subject to preemptive rights. Section 5.2(b)(i) Except for the Buyer Class B Common Stock, the Buyer Warrants, the Buyer Stockholder Redemption Right and any shares 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 Buyer Class A Common Stock (each, a “Parent Option”) pursuant to certain of Parent’s compensation and benefit plans (such compensation and benefit plans, that may be issued in connection with 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this AgreementBuyer Equity Financing, there are no preemptive outstanding (a) securities of Buyer convertible into or exchangeable for shares of capital stock or other outstanding rightsequity interest or voting securities of Buyer, (b) options, warrants, conversion warrants or other rights (including preemptive rights, stock appreciation rights, redemption rights, repurchase rights, ) or agreements, arrangements, calls, arrangement or commitments or rights of any kind that obligate Parent character, whether or not contingent, of Buyer to acquire from any Person, and no obligation of its Subsidiaries Buyer to issue or sell issue, any shares of capital stock or other equity interest or voting securities of Parent Buyer 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 exchangeable for such shares of capital stock or other equity interest or voting securities, other than the rights of the Contributors to acquire shares of Buyer Class C Common Stock pursuant to this Agreement, (c) equity equivalents or other similar rights of or with respect to Buyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of capital stock, options, equity equivalents, interests or rights. Buyer has no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person other than its direct and indirect equity interests in the General Partner and the Partnership or as may be acquired pursuant to this Agreement. The Buyer Class C Common Stock to be issued to the Contributors hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities having the right Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), Organizational Documents, commitments or agreements to vote) with the stockholders of Parent on any matterwhich Buyer is a party or by which it is bound.

Capital Structure. (ia) As of the date of this Agreement, the The entire authorized capital stock of Parent consists of (A) 14,000,000,000 300,000,000 shares of common stock (the “Parent Common Stock”) and 6,000,000 shares of preferred stock (the “Parent Preferred Stock”). At the close of business on January 30, of which 6,147,261,645 2015 (i) 101,763,058 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19outstanding, 2016, and (Bii) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of 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 outstanding, (iii) 26,842,107 shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(iwere held by Parent in its treasury, (iv) 2,000 shares of the Parent Disclosure Letter contains a correct and complete list as of October 19, 2016 of (x) the outstanding number of Common Stock were subject to options to purchase Parent Common Stock Stock, (each, a “Parent Option”v) 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 565,720 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19were subject to awards with respect to restricted Parent Common Stock, 2016 in accordance with their terms and, since October 19, 2016 to the date (vi) 212,319 shares of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitswere subject to restricted stock unit awards with respect to Parent Common Stock, (vii) 10,225,220 shares of Parent Common Stock were subject to performance unit awards with respect to Parent Common Stock, and (viii) 6,632,614 shares of Parent Common Stock were reserved for issuance pursuant to future awards under benefit plans of Parent. No shares of Parent Common Stock are subject to or were issued in violation of the preemptive rights of any shareholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the OGCL, the Organizational Documents of Parent or any agreement to which Parent is a party or otherwise bound. Except pursuant to the Parent Rights Agreement or as set forth in this Section 5.2(b)4.2 and in Section 4.2 of the Parent Disclosure Letter, as of the date of this Agreement, there are no preemptive (i) issued and outstanding shares of capital stock of or other outstanding rightsvoting or equity interests in Parent, (ii) securities of Parent convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in Parent, (iii) options, warrantswarrants or other rights or agreements to acquire from Parent, conversion rightsor other obligations of Parent to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of capital stock appreciation rightsof or other voting or equity interests in Parent or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in Parent, redemption rights(iv) voting trusts, repurchase rights, agreements, arrangements, calls, commitments proxies or rights of any kind that obligate other similar agreements to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound with respect to issue or sell the voting of any shares of capital stock of or other voting or 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 interests in Parent or any of its Subsidiaries, (v) obligations restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity securities interests in Parent or any of Parentits Subsidiaries (other than pursuant to the Shareholders Agreement), or (vi) outstanding or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or similar agreements or obligations (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or stock price performance or other attribute of Parent or any of its Subsidiaries or any of their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Parent Securities”). There are no securities or outstanding obligations of Parent or any of its Subsidiaries evidencing such rights are authorizedto repurchase, issued redeem or outstanding. otherwise acquire any 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 matterSecurities.

Capital Structure. The authorized capital stock of Xxxxx consists of 100,000,000 shares of common stock, $0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par value per share. Of the authorized preferred stock, 2,000 shares are designated as Series A Convertible Preferred Stock and 3,000 shares are designated as Series B Convertible Preferred Stock. No other class or series of capital stock is authorized or outstanding. As of the date hereof and immediately prior to the Closing, (a) 32,020,515 shares of Xxxxx’ common stock are issued and outstanding, (b) 500 shares of Xxxxx Series A Convertible Preferred Stock are issued and outstanding, (c) no shares of Xxxxx Series B Convertible Preferred Stock are issued and outstanding, and (d) 36,900 shares of Xxxxx’ common stock and no shares of Xxxxx preferred stock are held by Xxxxx in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Xxxxx were issued or outstanding. Except for shares reserved for issuance upon (i) conversion of outstanding shares of preferred stock, (ii), issuances under and pursuant to stock incentive plans, (iii) exercise of outstanding warrants and options, and (iv) in connection with Xxxxx’ shelf Form S-3 registration statement, no shares are reserved for issuance. All outstanding shares of the capital stock of Xxxxx are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, Xxxxx’ articles of incorporation as amended to date (the “Xxxxx Charter”), or Xxxxx’ bylaws as amended to date (the “Xxxxx Bylaws”) or any Contract (as defined below) to which Xxxxx is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Xxxxx having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Xxxxx’ common stock may vote (“Voting Xxxxx Debt”). As of the date of this Agreement, the authorized except as otherwise set forth in Xxxxx’ SEC Reports (defined below), 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 Xxxxx is a party or by which it is bound (a) obligating Xxxxx 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 Parent consists of or other equity interest in, Xxxxx or any Voting Xxxxx Debt, (Ab) 14,000,000,000 shares of Parent Common Stockobligating Xxxxx to issue, of which 6,147,261,645 shares of Parent Common Stock were issued grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and outstanding as rights occurring to holders of the close capital stock 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 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 dateXxxxx. All of the outstanding shares of Parent Common 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as As of the date of this Agreement, there are no preemptive not any outstanding contractual obligations of Xxxxx to repurchase, redeem or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell otherwise acquire any shares of capital stock or other 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 matterXxxxx.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 1,250,000,000 shares of Parent Common Stock and 25,000,000 shares of preferred stock, without par value (together with the Parent Common Stock, the "Parent Capital Stock"). At the close of which 6,147,261,645 business on November 18, 1998, (i) 254,359,353 shares of Parent Common Stock and 803,346.643 shares of Series B ESOP Convertible Preferred Stock of Parent were issued and outstanding, (ii) 15,900 shares of Parent Common Stock were issued and outstanding held by Parent in its treasury, (iii) as of the close of business on October 1930, 20161998, and (B) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other 7,431,499 shares of Parent Common Stock or shares of Parent Preferred Stock were issued and reserved for issuance pursuant to 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 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) granted under the Parent Stock Plans (each a “as defined in Section 6.04), (iv) 1,600,000 shares of Series A Junior Participating Preferred Stock of Parent Common Stock Unit”). From October 19, 2016 to were reserved for issuance in connection with the execution of this Agreement, rights (the "Parent has not Rights") issued any Parent Common Stock except pursuant to the exercise Rights Agreement dated as of February 14, 1990 (as amended from time to time, the "Parent Options Rights Agreement"), between Parent and the settlement ChaseMellon Shareholder Services, L.L.C., as Rights Agent and (v) 72,904 shares of Parent Common Stock Units remain reserved for issuance in connection with Parent's previous acquisitions of Fay's Incorporated and of Eckerd Corporation. Except as set xxxxh above, at the close of business on November 18, 1998, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and no securities of Parent or any Parent Subsidiary convertible into or exchangeable for, shares of capital stock, Voting Parent Debt (as defined below) or other voting securities of the Parent were issued, reserved for issuance or outstanding, reserved for issuance or outstanding. There are no outstanding on October 19Parent SARs (as defined in Section 6.04) that were not granted in tandem with a related Parent Employee Stock Option. All outstanding shares of Parent Capital Stock are, 2016 in accordance with their terms and, since October 19, 2016 and all such shares that may be issued prior to the date Effective Time or pursuant to this Agreement will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of this Agreementany purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Parent has Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. There are not issued any bonds, debentures, notes or other indebtedness of Parent Options 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 Unitsmay vote ("Voting Parent Debt"). Except as set forth in this Section 5.2(b)above, as of the date of this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion calls, rights (including preemptive rights), convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent or any Parent Subsidiary is a party or by which any of its Subsidiaries them is bound (i) obligating Parent or any Parent Subsidiary to issue issue, deliver or sell any sell, purchase, redeem or acquire or cause to be issued, delivered or sold, or purchased, redeemed or acquired additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or any Voting Parent Debt or other voting 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 (ii) obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. As of its Subsidiariesthe date of this Agreement, there are not any equity securities of Parent, and no securities or outstanding contractual obligations of Parent or any Parent Subsidiary to repur chase, redeem or otherwise acquire any shares of its Subsidiaries evidencing such rights are authorized, issued or outstandingcapital stock of Parent. Parent does not have outstanding any bonds, debentures, notes or other obligations has made available to the holders Company a complete and correct copy of which have the right Parent Rights Agreement as amended to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders date of Parent on any matterthis Agreement.

Capital Structure. (ia) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 shares of 2,000,000,000 Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued Shares and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 2,000,000,000 shares of preferred stock, par value $1.00 per share U.S.$0.01 (the “Parent Preferred Stock”). At the close of business on the Capitalization Date, of which no shares of (i) 351,963,073 Parent Preferred Stock are Common Shares were issued and outstanding, (ii) 24,182,301 Parent Common Shares were reserved and available for issuance pursuant to the Parent Stock Plans and pursuant to such Parent Stock Plans (A) 19,101,343 Parent Common Shares were subject to outstanding Parent Options and (B) 166,100 Parent Common Shares were subject to outstanding Parent RSUs (together with the Parent Options, the “Parent Equity Awards”), (iii) 345,286 Parent Common Shares were owned by Parent as of the date of this Agreementtreasury stock, and (iv) 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Unitsoutstanding. Except as set forth in this Section 5.2(b)above, as at the close of business on the date of this AgreementCapitalization Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other equity voting securities of or Equity Interests in Parent were issued, reserved for issuance or outstanding. From the Capitalization Date, (x) there have been no issuances by Parent of shares of capital stock or other voting securities of or Equity Interests in Parent (including Parent Equity Awards), other than issuances of Parent Common Shares pursuant to Parent Equity Awards outstanding on the Capitalization Date, and (y) there have been no issuances by Parent of options, warrants, rights, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of Parent or other rights that give the holder thereof any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person economic interest of a right nature accruing 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 Parent Common Shares, other than issuances pursuant to Parent Equity Awards outstanding on the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matterCapitalization Date.

Capital Structure. (i) As of the date of this Agreement, the authorized capital stock of Parent consists of (A) 14,000,000,000 75,000,000 shares of Parent Common Stock, of which 6,147,261,645 shares of Parent Common Stock were issued and 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 Common Stock"), and 10,000,000 shares of Preferred Stock, par value $1.00 per share ("Parent Preferred Stock”), ") of which no 50,000 shares are designated as Series A Junior Participating Preferred Stock. At the close of Parent Preferred Stock are issued and outstanding as of the date of this Agreementbusiness on February 10, and no other 1998, (i) 30,858,719 shares of Parent Common Stock or were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii) no shares of Parent Common Stock were held by Parent in its treasury, (iv) 2,167,224 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding on such date. All of options under Parent's stock option plans (the outstanding "Parent Stock Plans"), (v) 5,131,363 shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(i) reserved for issuance upon conversion of the Parent Disclosure Letter contains Trust Preferred Securities issued by a correct subsidiary, and complete list (vi) 24,070,402 shares of Parent's Series A Junior Participating Preferred Stock were reserved for issuance pursuant to that certain Rights Agreement, dated as of October 19November 10, 2016 1988 (the "Parent Rights Agreement"), between Parent and The First National Bank of Boston, as Rights Agent (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”Rights Agent"). From October 19, 2016 to the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in above, at the close of business on February 10, 1998, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. Except as set forth above or as otherwise contemplated by this Section 5.2(b)Agreement, as of the date of this Agreement, there are no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate kind, to which Parent is a party or any of its Subsidiaries by which it is bound, obligating Parent to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other 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 voting securities of Parent, and no securities or obligations of obligating Parent to issue, grant, extend or enter into any of its Subsidiaries evidencing such rights are authorizedsecurity, issued option, warrant, call, right, commitment, agreement, arrangement 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 matterundertaking.

Capital Structure. (ia) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 100,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 shares of preferred stock, stock $0.01 par value $1.00 per share (the “Parent Preferred Stock”), of which 1,000,000 shares have been designated as Series A Junior Participating Preferred Stock (“Parent Series A Preferred Stock”). At the close of business on June 30, 2004, (i) 40,898,902 shares of Parent Common Stock were issued and outstanding; (ii) 3,796,886 shares of Parent Common Stock were held in the treasury of Parent and no shares of Parent Common Stock were held by Subsidiaries of Parent; (iii) 13,022,720 shares of Parent Common Stock were reserved for issuance pursuant to outstanding options, warrants or other rights to purchase or otherwise acquire shares of Parent Common Stock under Parent's plans or other arrangements or pursuant to any plans (collectively, the “Parent Stock Plans”); and (iv) 1,000,000 shares of Parent Series A Preferred Stock have been reserved for issuance pursuant to the Rights Agreement, dated as of October 29, 1998, between Parent and Mellon Investor Services LLC (successor to ChaseMellon Shareholder Services, L.L.C.), as Rights Agent, as amended by the First Amendment to Rights Agreement, dated as of February 9, 2000 and the Second Amendment to Rights Agreement, dated as of April 25, 2002 (the “Parent Rights Agreement”), providing for rights to acquire shares of Parent Series A Preferred Stock (“Parent Rights”). No shares of Parent Preferred Stock are issued or outstanding. Between June 30, 2004 and outstanding the date of this Agreement, except as set forth above and except for the issuance of shares of Parent Common Stock pursuant to the Parent Stock Plans, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All of the shares of Parent Common Stock 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 and 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 other 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 Parent Common Stock capital stock (or shares other voting securities or equity equivalents) of Parent Preferred Stock were issued and outstanding on or any of its Subsidiaries or obligating Parent or any of its Subsidiaries to grant, extend or enter into any such dateoption, warrant, call, right, put or Contract. All As of the outstanding shares of Parent Common 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 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 any 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 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. For purposes of this Agreement, “Contract” means any contract, agreement, instrument, guarantee, indenture, note, bond, mortgage, permit, franchise, concession, commitment, lease, license, arrangement, obligation or understanding, whether written or oral.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 1,500,000 shares of Parent Common Class A Stock, of which 6,147,261,645 50,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016Class B Stock, and (B) 10,000,000 1,000,000 shares of preferred stock, no par value $1.00 per share (the “"Parent Preferred Stock”"). Subject to such changes as may occur after September 30, 1997, and subject in the case of which clauses (i) and (iii) to adjustment as a result of conversions of Parent Class A Stock into Parent Class B Stock, there were, as of September 30, 1997: (i) 1,198,835 shares of Parent Class A Stock, 1,058,650 shares of Parent Class B Stock, and no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other outstanding; (ii) 168,203 shares of Parent Common Class A Stock or held by Parent in its treasury; (iii) 35,965,050 shares of Parent Preferred Class B Stock were issued and outstanding on such date. All reserved for issuance upon conversion of the outstanding Parent Class A Stock; (iv) 406 shares of Parent Class B Stock reserved for issuance upon exercise of authorized but unissued options under Parent's 1996 Stock Option Plan; and (v) 16,902 shares of Parent Class B Common 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 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 issuable upon exercise of Parent Options and the settlement of Parent Common outstanding options under Parent's 1996 Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock UnitsOption Plan. Except as set forth in above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares of Parent Stock which may be issued pursuant to this Section 5.2(b)Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All shares of Parent Stock issued pursuant to this Agreement will, when so issued, be registered under the Securities Act for such issuance and registered under the Exchange Act, be registered or exempt from registration under any applicable state securities laws, and be listed on the NYSE, subject to official notice of issuance. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent may vote. Except as of the date of this Agreementset forth above, there are no preemptive or other outstanding rightssecurities, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate obligating Parent or any of its Subsidiaries subsidiaries to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any securities of its subsidiaries or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from obligating Parent or any of its Subsidiariessubsidiaries to issue, grant, extend or enter into any equity securities such security, option, warrant, call, or right. The authorized capital stock of ParentSub consists of 1,000 shares of common stock, and no securities or obligations of Parent or any of its Subsidiaries evidencing such rights are authorized$.01 par value per share, issued or outstanding. Parent does not have outstanding any bonds, debentures, notes or other obligations the holders all of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders been validly issued, are fully paid and nonassessable and are owned directly by Parent, free and clear of Parent on any matterLien.

Capital Structure. As of the Effective Time, the authorized capital stock of Parent will consist of 30,000,000 shares of Parent Common Stock, 10,000,000 shares of Class B Common Stock, par value $ 0.01 per share (the "Parent Class B Common Stock") and 5,000,000 shares of Preferred Stock, par value $ 1.00 per share (the "Parent Preferred Stock"). At the close of business on January 18, 1999, (i) 9,029,085 shares of Parent Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) 2,200,000 shares of Parent Common Stock were reserved for future issuance pursuant to Parent's 1996 Key Employee Stock Option Plan, Employee Discount Stock Purchase Plan, Independent Director Stock Option Plan and 1998 Stock Incentive Plan (collectively, "Parent Stock Plans"). All of the shares of Parent Common Stock issuable in exchange for Company Common Stock at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. As of the date of this Agreement, the authorized capital except for (a) this Agreement, (b) stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 options covering 1,092,697 shares of Parent Common Stock were issued and outstanding as of (collectively, the close of business on October 19, 2016"Parent Stock Options"), and (Bc) 10,000,000 shares of preferred stock, par value $1.00 per share (the “Parent Preferred Stock”), of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other 3,325,303 shares of Parent Common Stock or shares of Parent Preferred Stock were issued and outstanding on such date. All reserved for issuance upon the conversion of the outstanding Parent Class B Common Stock and 1,289,000 shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(i) reserved for issuance upon the conversion of the Parent Disclosure Letter contains a correct 7 1/2% Trust Preferred Securities into the Parent's 7 1/2% Convertible Subordinated Debentures and complete list as the subsequent conversion of October 19, 2016 of (x) the outstanding number of options to purchase 7 1/2% Convertible Subordinated Debentures into 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 exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this AgreementStock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments rights or rights agreements to which Parent or any of its Subsidiaries is a party or by which any kind that obligate of them is bound obligating Parent or any of its Subsidiaries to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other 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 or obligating Parent or any of its Subsidiaries to grant, extend or enter into any such rights are option, warrant, call, right or agreement. Each outstanding share of capital stock of each Subsidiary of Parent is duly authorized, issued validly issued, fully paid and nonassessable and, except as disclosed in the Parent SEC Documents (as hereinafter defined), each such share is owned by Parent or outstanding. Parent does not have outstanding another Subsidiary of Parent, 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 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 matternature whatsoever.

Capital Structure. (i) As of the date hereof, the authorized capital stock of Parent consists of: 50,000,000 shares of Parent Common Shares. At the close of business on April 21, 1997, 13,304,405 shares of Parent Common Shares were issued and outstanding, all of which were validly issued and are fully paid and are free of preemptive rights. All of the shares of Parent Common Shares issuable in exchange for IEL Common Shares at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued and fully paid. As of the date of this Agreement, the authorized capital stock of Parent consists of (A) 14,000,000,000 other than outstanding options for 1,190,000 shares of Parent Common Stock, of which 6,147,261,645 Shares; the authority to issue options for 4,070,105 additional shares of Parent Common Stock were issued and Shares; outstanding as share purchase warrants for the purchase 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 Parent Preferred Stock are issued and outstanding as of the date of this Agreement, and no other 308,528 shares of Parent Common Stock or Shares; the rights of HIIC pursuant to that certain convertible secured promissory note and that certain warrant issued to HIIC in connection with the Funding Agreement among Parent, Sub, IEL and HIIC dated May 13, 1997 (the "Funding Agreement"); and the agreement to issue, subject to necessary shareholder approvals to create a class of preference shares and authorize such issuance, up to 3,000 shares of convertible redeemable preference shares of Parent Preferred Stock were issued and outstanding on such date. All to B/E Aerospace, Inc., a Delaware corporation ("B/EA"), which are convertible into Parent Common Shares at a percentage of the outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Section 5.2(b)(i) trading price of the Parent Disclosure Letter contains a correct and complete list Common Shares as of October 19, 2016 of previously disclosed to HIIC (xthe "B/E Conversion") 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 planscollectively, 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”Rights"). From October 19, 2016 to the execution of this Agreement, Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19, 2016 in accordance with their terms and, since October 19, 2016 to the date of this Agreement, Parent has not issued any Parent Options or Parent Common Stock Units. Except as set forth in this Section 5.2(b), as of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments rights or rights agreements to which Parent or any of its Subsidiaries is a party or by which any kind that obligate of them is bound obligating Parent or any of its Subsidiaries to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any securities such Subsidiary or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from obligating Parent or any such Subsidiary to grant, extend or enter into any such option, warrant, call, right or agreement. Each outstanding share of its Subsidiariescapital stock of each Subsidiary of Parent is duly authorized, any equity securities validly issued, fully paid and nonassessable and each such share is beneficially owned by Parent or another Subsidiary of Parent, free and no securities or obligations 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, other than those interests granted to HIIC pursuant to the Funding Agreement. All of Sub's outstanding shares of capital stock are owned directly by Parent. Sub owns four million (4,000,000) shares of IEL Common Shares in the aggregate represented by IEL Certificate numbers 3, 8, 10, 12, 14, 16, 18, 20, 22, 33, 34, 37, 38, 39 and 40 issued in the name of Sub and neither Parent or nor any of its Subsidiaries evidencing such rights are authorizedowns any other IEL Common Shares or, issued except pursuant to the Shareholders Agreement, any option, warrant, call, right or outstanding. Parent does not have outstanding agreement to receive 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 matterIEL Common Shares.

Capital Structure. (i) As of the date of this Agreement, the The authorized capital stock of Parent consists of (A) 14,000,000,000 shares of Parent Common Stock, of which 6,147,261,645 600,000,000 shares of Parent Common Stock were issued and outstanding as of the close of business on October 19, 2016, and (B) 10,000,000 50,000,000 shares of preferred stock, par value $1.00 0.0001 per share (the “Parent Preferred Stock”). At the close of business on May 24, of which no shares of Parent Preferred Stock are issued and outstanding as of the date of this Agreement2013, and no other (i) (A) 227,603,627 shares of Parent Common Stock were issued and 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) 41,395,513 shares of Parent Common Stock held by the Company in its treasury, (ii) 8,497,611 shares of Parent Common Stock were subject to outstanding options (other than rights under Parent’s Employee Stock Purchase Plan (such plan, the “Parent ESPP” and, along with Parent’s 2005 Omnibus Incentive Plan, the “Parent Stock Plans”)) 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 issued and or outstanding or held by Parent in its treasury. Except as set forth above, at the close of business on such date. All of the outstanding May 24, 2013, no shares of Parent Common 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 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 capital 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 exercise or other voting securities of Parent Options and the settlement of Parent Common Stock Units outstanding on October 19were issued or outstanding. Since May 24, 2016 in accordance with their terms and, since October 19, 2016 2013 to the date of this Agreement, (x) there have been no issuances by Parent has not issued any Parent Options of shares of capital stock or other voting securities of Parent, other than issuances of shares of Parent Common Stock Unitspursuant to the exercise of outstanding Parent Stock Options and (y) there have been no issuances by Parent of options, 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 rights pursuant to the Parent ESPP and under Parent’s 401(k) Profit Sharing Plan (the “Parent 401(k) Plan”). All outstanding shares of Parent Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”). Except for any obligations pursuant to this Agreement, the ESPP, the Parent 401(k) Plan or as otherwise set forth in this Section 5.2(b)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 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 shares of capital stock or other 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) obligating Parent or any 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 Common Stock or otherwise based on the performance or value of shares of capital stock of Parent or any of its Subsidiaries. As of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other 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 contractual obligations of Parent or any of its Subsidiaries evidencing such rights are authorizedto repurchase, issued redeem or outstanding. Parent does not have outstanding otherwise acquire any bondsshares of capital stock or options, debentures, notes warrants or other obligations the holders rights to acquire shares of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders capital stock of Parent on or any mattersuch Subsidiary, other than as described above pursuant to the Parent Stock Plans and pursuant to the Parent 401(k) Plan.