Common use of Capital Structure Clause in Contracts

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26, 2024: (A) 232,502,252 shares of Parent Common Stock were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (a) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (i) 300,000,000 700,000,000 shares of Parent Common Stock Stock, and (ii) 10,000,000 200,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Preferred Stock” and, together with ”). The Parent Common Stock and the Parent Common Stock, Preferred Stock are referred to herein as the “Parent Capital Stock”). .” At the close of business on June 26November 20, 2024: (A) 232,502,252 2014, 128,897,431 shares of Parent Common Stock were issued and outstanding, and 1,750,000 (ii) zero (0) shares of Parent Preferred Stock were issued and outstanding; outstanding and (Biii) there were outstanding options to purchase 2,260,781 10,000,000 shares of Parent Common Stock pursuant to were reserved for issuance under Parent’s 2017 Employee and Director Long-Term Incentive Plan, as amended from time to time, and prior plans Plan (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan . All issued and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of the capital stock of Parent Common Stock have been are duly authorized and are authorized, validly issued, fully paid and non-assessable assessable, and are not subject to preemptive rights. The all shares of Parent Common Stock to be issued pursuant to as the Merger Consideration, when so issued in accordance with the terms of this Agreement, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. All Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been issued owned by, Parent. All of the Merger Sub Interests are duly authorized and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when validly issued, will be issued in compliance in all material respects with and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (Aor convertible into, or exchangeable for, securities having the right to vote) applicable securities Laws and other applicable Law and on any matter on which holders of Merger Sub Interests may vote. (Bc) all requirements set forth in applicable contracts. All of the outstanding shares of capital stock or other equity interests of each of the Parent Subsidiaries of Parent that is a corporation are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (d) Except as set forth in this Section 5.25.3 or in Section 5.3(d) of the Parent Disclosure Letter, and except for changes since March 31, 2024 resulting from with respect to the exercise Parent Stock Plan or pursuant to the terms of stock options outstanding at such date (and the issuance Parent Preferred Stock as of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stocksecurities, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights, commitments, agreements, rights (including preemptive and appreciation rights)of first refusal, commitments arrangements or agreements undertakings of any kind to which Parent Parent, Merger Sub or any other Parent Subsidiary of Parent is a party or by which it any of them is bound in any case bound, obligating Parent Parent, Merger Sub or any other Parent Subsidiary of Parent to issue, deliver, sell, purchase, redeem deliver or acquiresell or create, or cause to be issued, delivered, sold, purchased, redeemed delivered or acquiredsold or created, additional shares of capital Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or any Voting Debt unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other voting securities contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent Parent, Merger Sub or any other Parent Subsidiary of Parent to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitment commitment, agreement, right of first refusal, arrangement or agreementundertaking. There are not any stockholder agreementsExcept as set forth in Section 5.3(d) of the Parent Disclosure Letter, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating pursuant to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As ’s publicly announced share repurchase program, as of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary. Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the authorized voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Merger Sub consists Parent, or equity interests in any of 1,000 the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of common stock, par value $0.01 per share, all Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which shares are validly issued, fully have been authorized or declared prior to the date hereof have been paid and nonassessable in full (except to the extent such dividends have been publicly announced and are owned not yet due and payable). (f) Parent does not have a “poison pill” or similar stockholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither the Parent nor any Parent Subsidiary is under any obligation, contingent or otherwise, by Parentreason of any contract to register the offer and sale or resale of any of their securities under the Securities Act.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 225,000,000 shares of Parent Common Stock and (ii) 10,000,000 25,000,000 shares of preferred stock, par value $0.001 0.01 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26, 2024the Measurement Date: (A) 232,502,252 20,834,427 shares of Parent Common Stock were issued and outstanding, outstanding and 1,750,000 no shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 the shares of Parent Common Stock issued and outstanding include 556,927 shares of Parent Common Stock underlying the Parent RSUs, 236,679 shares of Parent Common Stock underlying the Parent PSUs at target performance levels and 72,368 shares of Parent Common Stock underlying options granted pursuant to the Parent’s 2017 Incentive Planlong-term incentive plan, as amended from time to time, and prior plans time (the “Parent Stock Equity Plan”); (C) there were 2,114,988 2,475,430 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted were reserved for issuance pursuant to the Parent Stock Plan Equity Plan; and (D) there were 17,560 42,000 shares of Parent Common Series A Junior Participating Preferred Stock subject to outstanding warrantswere reserved for issuance upon exercise of Parent Rights. (b) All outstanding shares of Parent Common Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Capital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts Contracts (including the Parent Stock Equity Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contractsContracts. As of the close of business on the Measurement Date, except as set forth in this Section 5.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect wholly owned Subsidiary of Parent, are owned free and clear of all Encumbrances (Encumbrances, other than Permitted Encumbrances) , and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 the Measurement Date resulting from the entry by Parent into the Tax Plan or the exercise of stock options outstanding at such date (and the issuance of shares of Parent Common Stock thereunder, which were reserved for issuance as set forth in Section 5.2(a)), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreementin accordance with Section 6.2(b)(ii), there are outstanding: (1) no shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; , and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock Parent Capital Stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of ParentParent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has any (x) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(b)(y) of the Parent Disclosure Letter. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent. (c) Except as set forth in Schedule 5.2(c) of the Parent Disclosure Letter, all of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Parent are owned by Parent, directly or indirectly, all such shares or equity ownership interests are set forth in Schedule 5.2(c) of the Parent Disclosure Letter, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 500,000,000 shares of Parent Common Stock and (ii) 10,000,000 50,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26September 30, 20242020: (A) 232,502,252 54,175,648 shares of Parent Common Stock were issued and outstanding, and 1,750,000 ; (B) no shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (BC) there were outstanding options to purchase 2,260,781 1,426,426 shares of Parent Common Stock were reserved for issuance pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans the 2012 equity incentive plan of Parent (the “Parent Stock Equity Plan”); and (CD) there were 2,114,988 6,876,540 shares of Parent Common Stock subject to outstanding awards were reserved for issuance in connection with the conversion of restricted stock units granted pursuant to 7.00% convertible senior notes due 2023. Except as set forth in this Section 5.2, at the Parent Stock Plan and (D) close of business on September 30, 2020, there were 17,560 are no other shares of outstanding Parent Common Capital Stock subject to outstanding warrantsissued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Common Capital Stock have been been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized and are authorized, validly issued, fully paid and non-assessable nonassessable and are not subject to preemptive rightsrights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares , (B) free and clear of Parent Common Stock have been any Liens and (C) issued and granted in compliance in all material respects with (i1) applicable securities Laws and other applicable Law and (ii2) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in any applicable contracts. All Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (Liens, other than Permitted EncumbrancesLiens. (c) and have been duly authorizedAs of the close of business on September 30, validly issued2020, fully paid and nonassessable. Except except as set forth in this Section 5.2, and except for changes since March 31September 30, 2024 2020 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreementin accordance with Section 6.2(b)(ii), there are no outstanding: (1i) no shares of Parent Capital Stock, (ii) Voting Debt or other voting securities of Parent; Debt, (2iii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital StockStock or Voting Debt, Voting Debt (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other voting securities equity interests of any Subsidiary of Parent; and , or (3v) no subscriptions, options, warrants, subscriptions, calls, puts, rights of first refusal or other rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound bound, in any case case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of capital stock or Parent Capital Stock, any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to (B) grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There are not any no stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. . (d) As of the date of this Agreement, all of the authorized capital stock outstanding limited liability company interests of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 480,000,000 shares of Parent Common Stock and (ii) 10,000,000 5,000,000 shares of preferred stockPreferred Stock, par value $0.001 0.0001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At As of the close of business on June 2615, 2024: (A) 232,502,252 2018, there are 248,120,753 shares of Parent Common Stock were issued outstanding and outstanding, and 1,750,000 no shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares . All of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rightsnonassessable. The Parent Common Stock to be issued pursuant to this Agreement, when issued, the Merger will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2Parent has no shares of Parent Common Stock or Parent Preferred Stock reserved for issuance, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreementthat, as of the date of this AgreementJune 15, 2018, there are outstanding: were (1i) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for 8,396,301 shares of Parent Capital StockCommon Stock reserved for issuance pursuant to Parent’s Amended and Restated 2003 Stock Incentive Plan, Voting Debt or other voting securities 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 (3iv) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary 4,516,549 shares of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary Common Stock reserved for issuance pursuant to Parent’s 4.25% Convertible Senior Notes due 2045. Each of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any outstanding shares of capital stock or other equity interest securities of each of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any ’s Subsidiaries (other shares of Parent Capital Stock. As of than the date of this AgreementCompany and its Subsidiaries) is duly authorized, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any Liens. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Parent Group Entities to issue or sell any shares of capital stock or other 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, any securities of the Parent Group Entities, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth above, Parent does not have outstanding any 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. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 2,500,000,000 shares of Parent Common Stock and (ii) 10,000,000 500,000,000 shares of preferred stock, par value $0.001 0.01 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26May 24, 2024: (A) 232,502,252 1,164,305,918 shares of Parent Common Stock were issued and outstanding, and 1,750,000 no shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 2,364,975 shares of Parent Common Stock pursuant to Parent’s 2017 2023 Omnibus Stock and Performance Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock PlanPlans”); and (C) there were 2,114,988 outstanding other stock-settled equity-based awards (other than shares of restricted stock or other equity based awards included in the number of shares of Parent Common Stock subject outstanding set forth above) with respect to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 7,778,183 shares of Parent Common Stock subject to outstanding warrantsStock. (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock PlanPlans). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31May 24, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31May 24, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 20,000,000 shares of Parent Common Stock and (ii) 10,000,000 1,000,000 shares of preferred stock, par value $0.001 0.0001 per share share, of Parent (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26the date of this Agreement, 2024: (Ai) 232,502,252 4,775,000 shares of Parent Common Stock were and no shares of Parent Preferred Stock were, and as of the Closing Date will be, issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (Bii) there were outstanding options to purchase 2,260,781 no shares of Parent Common Stock were, and as of the Closing Date will be, held by Parent in its treasury. At the close of business on the date of this Agreement, warrants issued pursuant to Parent’s 2017 Incentive Planthe warrant agreement dated as of August 25, as amended from time to time, 2003 between Parent and prior plans Continental Stock Transfer & Trust Company (the “Parent Stock PlanIPO Warrant Agreement”); (C) there were 2,114,988 to purchase 8,050,000 shares of Parent Common Stock subject to outstanding awards (“Parent Warrants”) were, and as of restricted stock units granted pursuant to the Parent Stock Plan Closing Date will be, issued and (D) there were 17,560 outstanding. Except as set forth above, no shares of capital stock or other voting securities of Parent Common Stock subject to outstanding warrants. (b) were, at the close of business on the date of this Agreement, or will be as of the Closing Date, issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Capital Stock have been duly authorized are, and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to all such shares that may be issued pursuant prior to this Agreementthe Effective Time will be as of the Effective Time, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, subscription right or any similar right under any provision of the Delaware General Corporation Law (the “DGCL”), the Parent Charter, the Parent By-laws or any Contract to which Parent is a party. All outstanding shares As of the close of business on the date of this Agreement there are not, and as of the Closing Date there will not be, any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock have been issued may vote (“Voting Parent Debt”). Except as set forth above or in the Parent Disclosure Letter (as defined in Section 4.11(a)) and except for an option granted in compliance in all material respects with to EarlyBirdCapital, Inc. to purchase 350,000 units (each unit consisting of one share of Parent Common Stock and two Parent Warrants), as of the date of this Agreement there are not, and as of the Closing Date there will not be, 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 Sub is a party (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the obligating Parent Stock Plan). The Parent Common Stock or Sub to issue, deliver or sell, or cause to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding delivered or sold, additional shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parentin, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent security convertible into or exchangeable or exercisable for shares or exchangeable into any capital stock of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no optionsequity interest in, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or Sub or any Subsidiary of Voting Parent is a party or by which it is bound in any case Debt, (ii) obligating Parent or any Subsidiary of Parent Sub to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment security, commitment, Contract, arrangement or agreement. There are not undertaking or (iii) that give any stockholder agreements, voting trusts person the right to receive any economic benefit or other agreements right similar to which Parent or any of its Subsidiaries is a party or by which it is bound relating derived from the economic benefits and rights occurring to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares holders of Parent Capital Stock. As of the date of this Agreement, other than as set forth in the authorized Parent Charter, the Underwriting Agreement, the IPO Warrant Agreement or the Trust Agreement, there are not and as of the Closing Date there will not be any outstanding contractual obligations of Parent or Sub to repurchase, redeem or otherwise acquire any shares of capital stock of Merger Parent or Sub. (b) The authorized capitalization of Sub consists of 1,000 shares of common stock, par value $0.01 per sharemembership interests aggregating to 100%, all of which shares are as of the close of business on the date of this Agreement have been, and as the Closing Date will be, validly issued, fully paid and nonassessable and are owned by ParentParent free and clear of any Lien.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 250,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 1.00 per share (“"Parent Preferred Stock” " and, together with the Parent Common Stock, the “"Parent Capital Stock”"). At the close of business on June 26July 31, 2024: 2005, (Ai) 232,502,252 66,797,864 shares of Parent Common Stock were issued (each together with a Parent Right) and outstanding, and 1,750,000 no shares of Parent Preferred Stock were issued and outstanding; , (Bii) 23,729,728 shares of Parent Common Stock were held by Parent in its treasury, (iii) 5,878,756 shares of Parent Common Stock 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 July 31, 2005, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. During the period from July 31, 2005 to the date of this Agreement, (x) there were outstanding options to purchase 2,260,781 have been no issuances by Parent of shares of capital stock or other voting securities of Parent other than issuances of shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, the exercise of options and other stock-based awards outstanding on such date as amended from time to time, required by their terms as in effect on the date of such issuance and prior plans (the “Parent Stock Plan”); (Cy) there were 2,114,988 have been no issuances by Parent of options, warrants or other rights to acquire shares of Parent Common Stock subject to outstanding awards capital stock or other voting securities of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) Parent. All outstanding shares of Parent Common Capital Stock have been duly authorized are, and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to all such shares that may be issued pursuant prior to this Agreement, the Effective Time will be when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. All outstanding shares right, subscription right or any similar right under any provision of the DGCL, the Restated Certificate of Incorporation of Parent Common Stock have been issued (the "Parent Charter") and granted in compliance in all material respects with the Amended and Restated By-laws of Parent (ithe "Parent By-laws") applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the or any Contract to which Parent Stock Plan)is a party or otherwise bound. The Parent Common Stock to be issued pursuant to this AgreementThere are not any bonds, when issueddebentures, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock notes or other equity interests of the Subsidiaries indebtedness of Parent that are owned by Parenthaving the right to vote (or convertible into, or a direct or indirect Subsidiary exchangeable for, securities having the right to vote) on any matters on which holders of Parent, are owned free and clear of all Encumbrances Parent Capital Stock may vote (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable"Voting Parent Debt"). Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreementabove, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or not any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptionsrights, callsconvertible or exchangeable securities, rights (including preemptive and "phantom" stock rights, stock appreciation rights), commitments stock-based performance units, commitments, Contracts, arrangements or agreements undertakings of any kind to which Parent or any Subsidiary of Parent's subsidiaries (each, a "Parent Subsidiary") is a party or by which it any of them is bound in any case (i) obligating Parent or any Parent Subsidiary of Parent to issue, deliver, deliver or sell, purchase, redeem or acquire, or cause to be issued, delivered, delivered or sold, 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 Parent Subsidiary or any Voting Debt or other voting securities of ParentParent Debt, or (ii) obligating Parent or any Parent Subsidiary of Parent to issue, grant, extend or enter into any such option, warrant, subscription, call, right, commitment security, unit, commitment, Contract, arrangement or agreement. There are not undertaking or (iii) that give any stockholder agreements, voting trusts person the right to receive any economic benefit or other agreements right similar to which Parent or any of its Subsidiaries is a party or by which it is bound relating derived from the economic benefits and rights occurring to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares holders of Parent Capital Stock. As of the date of this Agreement, the authorized there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Merger Sub consists Parent or any Parent Subsidiary. Parent has made available to the Company a complete and correct copy of 1,000 shares the Parent Rights Agreement, as amended to the date of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parentthis Agreement.

Capital Structure. (ai) As of the date of this Agreement, the authorized capital stock of Parent consists of (iA) 300,000,000 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, 2016, and (iiB) 10,000,000 shares of preferred stock, par value $0.001 1.00 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At , of which no shares of Parent Preferred Stock are issued and outstanding as of the close date of business on June 26this Agreement, 2024: (A) 232,502,252 and no other shares of Parent Common Stock were issued and outstanding, and 1,750,000 or shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares on such date. All of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and validly issued and are validly issued, fully paid and non-assessable nonassessable. Section 5.2(b)(i) of the Parent Disclosure Letter contains a correct and are not subject complete list as of October 19, 2016 of (x) the outstanding number of options to preemptive rights. The purchase Parent Common Stock to be issued (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, when issued, will be validly issued, fully paid Parent has not issued any Parent Common Stock except pursuant to the exercise of Parent Options and nonassessable and not subject to preemptive rights. All outstanding shares the settlement of Parent Common Stock have been 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 and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the any Parent Stock Plan). The Options or Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessableUnits. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder5.2(b), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt preemptive or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stockoutstanding rights, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptionsconversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or rights of any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which kind that obligate Parent or any of its Subsidiaries is a party to issue or by which it is bound relating to the voting of sell any shares of capital stock or other equity interest 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. No Subsidiary , and no securities or obligations of Parent owns or 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 of Parent Common Stock or on any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parentmatter.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 200,000,000 shares of Parent Common Stock and (ii) 10,000,000 100,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26April 30, 20242023: (A) 232,502,252 67,161,740 shares of Parent Common Stock were issued and outstanding, and 1,750,000 ; (B) 13,420,421 shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (BC) there were outstanding options to purchase 2,260,781 815,933 shares of Parent Common Stock were reserved for issuance pursuant to Parent’s 2017 Incentive Planequity or equity-based awards outstanding under, or that may be granted in the future under, the equity compensation plan of Parent (as amended from time to time, and prior plans (the “Parent Stock Equity Plan”); and (CD) there were 2,114,988 40,576,092 shares of Parent Common Stock subject to outstanding awards were reserved for issuance in connection with the conversion of restricted stock units granted pursuant to Pre-Merger Parent Preferred Stock. Except as set forth in this Section 5.2, at the Parent Stock Plan and (D) close of business on April 30, 2023, there were 17,560 are no other shares of outstanding Parent Common Capital Stock subject to outstanding warrantsissued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Common Capital Stock have been been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized and are authorized, validly issued, fully paid and non-assessable nonassessable and are not subject to preemptive rightsrights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws and other applicable Law, the Delaware General Corporation Law and the Organizational Documents of Parent. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares , (B) free and clear of Parent Common Stock have been any Liens and (C) issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in any applicable contracts (including of Parent or its Subsidiaries. Parent owns, of record and beneficially, directly or indirectly, all of the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock stock, membership interests, partnership interests or other equity interests interests, as applicable, of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parentincluding Merger Sub, are owned free and clear of all Encumbrances (Liens, other than Permitted Encumbrances) and have been duly authorizedLiens. As of the close of business on April 30, validly issued2023, fully paid and nonassessable. Except except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), there is or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are no outstanding: (1i) no shares of Parent Capital Stock; (ii) Voting Debt of Parent or other voting securities any of Parentits Subsidiaries; (2iii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Stock or Voting Debt of Parent or any of its Subsidiaries; (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other voting securities equity interests of any Subsidiary of Parent, except as set forth in Section 5.2(b) of the Parent Disclosure Letter; and or (3v) no subscriptions, options, warrants, subscriptions, calls, puts, rights of first refusal or other rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound bound, in any case case, obligating Parent or any Subsidiary of Parent to (1) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of capital stock or Parent Capital Stock, any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to (2) grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There are not any stockholder no shareholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock. (c) As of the date of this Agreement, all of the outstanding shares of capital stock of Merger Sub are validly issued and fully paid and are wholly owned by Parent. (d) All dividends or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other distributions on the shares of Parent Capital StockStock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable). As of the date of this Agreement, except as disclosed in the authorized capital stock of Merger Sub consists of 1,000 Parent SEC Documents, there are no declared and unpaid dividends with respect to any shares of common stock, par value $0.01 per share, all Parent Capital Stock or declared and unpaid material dividends with respect to any securities of which shares are validly issued, fully paid and nonassessable and are owned by any Subsidiary of Parent.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 100,000,000,000 shares of Parent Common Stock and (ii) 10,000,000 2,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At As of the close of business on June 26April 16, 20242007, there were: (Ai) 232,502,252 3,535,358 shares of Parent Common Stock were issued and outstanding, and 1,750,000 ; (ii) no shares of Parent Preferred Stock were issued and outstanding; , (Biii) there were outstanding options to purchase 2,260,781 163 shares of Parent Common Stock pursuant to held in the treasury of Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (Civ) there were 2,114,988 75,146 shares of Parent Common Stock subject to outstanding awards reserved for issuance upon exercise of restricted stock units granted options available for grant pursuant to Parent's stock option plans (collectively, the "Parent Stock Plan and Plans"); (Dv) there were 17,560 1,888,704 shares of Parent Common Stock subject issuable upon exercise of awarded but unexercised stock options; (vi) warrants representing the right to outstanding warrants. purchase 4,826,517 shares of Parent Common Stock; (bvii) All outstanding 6,457,544 shares of Parent Common Stock have been duly authorized reserved for issuance upon conversion of Parent Voting Debt; and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The (viii) 31,985 shares of Parent Common Stock to reserved for capitalized interest on Parent Voting Debt. Except as set forth above, as of the close of business on April 16, 2007 there were no shares of capital stock or other equity securities of Parent 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 Agreementas described above shall be, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding The shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreementin connection with the Merger (x) shall, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, and (y) shall be issued in compliance in all material respects with (A) all applicable federal and state securities Laws laws and other applicable Law rules and (B) all requirements set forth in applicable contractsregulations promulgated thereunder. All outstanding As of the Effective Time of the Merger, the Board of Directors of Parent shall have reserved for issuance a number of shares of capital stock or other equity interests of Parent Common Stock as is required by the Subsidiaries of Company Warrants to be assumed by Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessablepursuant to Section 2.03. Except as set forth in this Section 5.23.02(b) of the Parent Disclosure Schedule, there is no outstanding Voting Debt of Parent. Except as set forth above and except for changes since March in the Rights Agreement, dated as of October 31, 2024 resulting from the exercise of stock options outstanding at such date (2001, between Parent and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this AgreementAmerican Stock Transfer & Trust Company, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stockoutstanding securities, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments commitments, agreements, arrangements or agreements undertakings of any kind to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, deliver or sell, purchase, redeem or acquire, or cause to be issued, delivered, delivered or sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt other equity or other voting securities of Parent, Parent or obligating Parent or any Subsidiary of Parent to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, subscription, call, right, commitment commitment, agreement, arrangement or agreementundertaking. There are not no outstanding contractual obligations, commitments, understandings or arrangements of Parent to repurchase, redeem or otherwise acquire or make any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting payment in respect of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreementhereof, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all 100 of which shares are have been validly issued, are fully paid and nonassessable and are owned by Parent, free and clear of any Lien, and as of the Closing Date, all the issued and outstanding shares of the common stock of Merger Sub shall be owned by Parent free and clear of any Lien.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of Parent DSW consists of (i) 300,000,000 170,000,000 shares of Parent Common DSW Class A Stock, 100,000,000 shares of DSW Class B Stock and (ii) 10,000,000 100,000,000 shares of preferred stock, without par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital DSW Preferred Stock”). At As of the close of business on June 26January 29, 2024: 2011, (AA)(1) 232,502,252 16,804,965 shares of Parent Common DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstandingoutstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and 1,750,000 (3) 2,932,580 shares of Parent DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent DSW Common Stock, and all shares of DSW Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units that may be issued or granted pursuant to the Parent exercise or vesting of DSW Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been Awards will be, when issued in accordance with the terms thereof, duly authorized and are authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent shares of DSW Common Stock to be issued pursuant to this AgreementAgreement will have been duly authorized as of the Effective Time and, if and when issuedissued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. non-assessable and not subject to preemptive rights. (ii) No Voting Debt of DSW is issued or outstanding. (iii) Except as set forth in for (A) this Section 5.2Agreement, (B) the DSW Stock Awards, (C) agreements entered into and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (securities and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to instruments issued after the date of this Agreement, Agreement as of the date of this Agreementpermitted by Section 4.2, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements of any character to which Parent DSW or any Subsidiary of Parent DSW is a party or by which it or any such Subsidiary is bound in any case obligating Parent DSW or any Subsidiary of Parent DSW to issue, deliver, deliver or sell, purchase, redeem or acquire, or cause to be issued, delivered, delivered or sold, purchased, redeemed or acquired, additional shares of capital stock stock, other equity interests or any Voting Debt of DSW or other voting securities of Parent, any Subsidiary of DSW or obligating Parent DSW or any Subsidiary of Parent DSW to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not no outstanding contractual obligations of DSW or any stockholder agreementsof its Subsidiaries (x) to repurchase, voting trusts redeem or other agreements otherwise acquire any shares of capital stock of DSW or any of its Subsidiaries or (y) pursuant to which Parent DSW or any of its Subsidiaries is a party or could be required to register shares of DSW Common Stock or other securities under the Securities Act. (iv) Since October 30, 2010, except as permitted by which it is bound relating Section 4.2, DSW and its Subsidiaries have not (A) issued or permitted to be issued any shares of capital stock, other equity interests or securities exercisable or exchangeable for or convertible into shares of capital stock or other equity interests of DSW or any of its Subsidiaries, other than pursuant to and as required by the terms of DSW Stock Awards granted prior to the voting of date hereof; (B) repurchased, redeemed or otherwise acquired, directly or indirectly, any shares of capital stock or other equity interest interests of Parent. No Subsidiary DSW or any of Parent owns any its Subsidiaries; or (C) declared, set aside, made or paid to the shareholders of DSW dividends or other distributions on the outstanding shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by ParentDSW.

Capital Structure. (a) As of the date of this Agreement, the authorized share capital stock of Parent consists of (i) 300,000,000 shares an unlimited number of Parent Common Stock Shares without par value and (ii) 10,000,000 an unlimited number of shares of preferred stock, stock without par value $0.001 per share (“Parent Preferred StockShares” and, together with the Parent Common StockShares, the “Parent Capital StockShare Capital”). At the close of business on June 26, 2024the Measurement Date: (A) 232,502,252 shares of 451,285,910 Parent Common Stock were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock Shares were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of 989,332 Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (Shares underlying the “Parent Stock Plan”)RSUs; (C) there were 2,114,988 shares of 17,082,489 Parent Common Stock subject to outstanding awards of restricted stock units granted Shares underlying the Parent Options; (D) no Parent Preferred Shares were issued and outstanding; (E) 23,930,999 Parent Common Shares remained available for issuance pursuant to the Parent Stock Equity Plan and (DF) there were 17,560 shares of warrants to purchase 10,841,482 Parent Common Stock subject to outstanding warrantsShares were issued and outstanding. (b) All outstanding shares of Parent Common Stock have been duly authorized and Shares are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The All outstanding Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock Shares have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including contracts. As of the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreementclose of business on the Measurement Date, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements except as set forth in applicable contractsthis Section 5.2, there are no outstanding restricted stock, restricted stock units, phantom units or other equity-related awards, options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessablenon-assessable, are owned by Parent or by a wholly owned Subsidiary of Parent and are free and clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 the Measurement Date resulting from the exercise vesting of stock options the Parent RSUs or the Parent Options, in each case outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreementin accordance with Section 6.2(b)(ii), there are outstanding: (1A) no shares of Parent Share Capital, (B) no Voting Debt or other voting securities of Parent; Debt, (2C) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Share Capital Stock, or Voting Debt or other voting securities of Parent; and (3D) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock Parent Share Capital or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There Other than the Voting Agreements, there are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by ParentShare Capital.

Capital Structure. (ai) As of the date of this Agreementhereof, the authorized capital stock of Parent consists of (i) 300,000,000 600,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share 0.01, of Parent (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At 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 2625, 2024: 2021 (the “Parent Capitalization Date”), (A) 232,502,252 375,197,620 shares of Parent Common Stock were issued and outstandingoutstanding (including 256,523 shares underlying restricted shares of Parent Common Stock), and 1,750,000 (B) no shares of Parent Preferred Stock were issued and outstanding; , (BC) there were outstanding options to purchase 2,260,781 5,197,884 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Planwere reserved for issuance under the Parent Equity Plans, as amended from time to time, and prior plans (the “Parent Stock Plan”); (CD) there were 2,114,988 4,033 shares of Parent Common Stock subject were held in Parent’s treasury, (E) options to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 purchase 3,850,422 shares of Parent Common Stock subject to were outstanding warrants. (b“Parent Stock Options”) and (F) no shares of Parent capital stock were held by Subsidiaries of Parent. All the outstanding shares of Parent Common Stock have been and Parent Preferred Stock are, and all shares of Parent Common Stock that may be issued prior to the Effective Time or in connection with the Merger pursuant to Section 2.1(a) shall be, when issued in accordance with the respective terms thereof, duly authorized and are authorized, validly issued, fully paid and non-assessable and are not subject to preemptive free of pre-emptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements Except as set forth in applicable contracts (including the Parent Stock Planforegoing provisions of this Section 3.2(b)(i). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with as of the date hereof: (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding Parent does not have any shares of capital stock or other equity interests of the Subsidiaries issued or outstanding other than shares of Parent Common Stock that are owned by Parent, or have become outstanding after the Parent Capitalization Date as a direct or indirect Subsidiary result of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options Parent Stock Options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this AgreementParent Capitalization Date, and (B) there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stockoutstanding subscriptions, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptionsputs, calls, rights (including preemptive and appreciation exchangeable or convertible securities or other similar rights), agreements or commitments or agreements relating to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares the issuance of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements equity interests to which Parent or any of its Subsidiaries is a party or by which it is otherwise bound relating obligating Parent or any of its Subsidiaries to (1) issue, transfer or sell any shares of capital stock of Parent or securities convertible into or 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 or other similar right, agreement or commitment. As of the voting date hereof, the authorized capital of Merger Sub consists of 100% membership interests. (ii) As of the date hereof, there are no agreements or commitments obligating Parent or any of its Subsidiaries to redeem or otherwise acquire any shares of capital stock or other equity interest interests of Parent. No Subsidiary Voting Debt of Parent owns any shares of Parent Common Stock or any of its Subsidiaries is issued or outstanding. (iii) There are no voting trusts or other shares agreements or understandings to which Parent or any of Parent Capital Stock. As its Subsidiaries is a party with respect to the voting of the date of this Agreement, the authorized capital stock or other equity interest of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of One Hundred Million (i100,000,000) 300,000,000 shares of Parent Common Stock Stock, no par value, and Five Million (ii5,000,000) 10,000,000 shares of preferred stock, no par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”)value. At the close of business on June 26January 16, 2024: 2006, (Aa) 232,502,252 33,108,999 shares of Parent Common Stock were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (Bb) there were outstanding options to purchase 2,260,781 no shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Planwere held by Parent in its treasury, as amended from time to time, and prior plans (the “Parent Stock Plan”); (Cc) there were 2,114,988 1,582,500 shares of Parent Common Stock were subject to outstanding awards options to purchase Parent Common Stock granted under any stock option plan of restricted stock units granted pursuant to the Parent (a “Parent Employee Stock Plan and Option”), (Dd) there were 17,560 3,242,500 additional shares of Parent Common Stock subject were reserved for issuance pursuant to stock option plans of Parent and (e) 81,516 shares of Parent Common Stock are currently reserved for issuance as restricted stock under Parent’s Key Man Incentive Plan. Except as set forth above, at the close of business on January 16, 2006, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since January 16, 2006, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock issued upon the exercise of Parent Employee Stock Options outstanding warrants. (b) as of January 16, 2006. All outstanding shares of Parent Common Stock have been duly authorized are, and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to all such shares that may be issued pursuant prior to this Agreement, the Effective Time will be when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rights. All outstanding shares right, subscription right or any similar right under any provision of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the CGCL, the DGCL, the Parent Stock Plan)Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. The There is no Voting Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessableDebt. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreementabove, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or not any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptionsrights, callsconvertible or exchangeable securities, rights (including preemptive and “phantom” stock rights, stock appreciation rights), commitments stock-based performance units, commitments, Contracts, arrangements or agreements undertakings of any kind to which Parent or any Parent Subsidiary of Parent is a party or by which it any of them is bound in any case (i) obligating Parent or any Parent Subsidiary of Parent to issue, deliver, deliver or sell, purchase, redeem or acquire, or cause to be issued, delivered, delivered or sold, 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 Parent Subsidiary or any Voting Debt or other voting securities of ParentParent Debt, or (ii) obligating Parent or any Parent Subsidiary of Parent to issue, grant, extend or enter into any such option, warrant, subscription, call, right, commitment security, commitment, Contract, arrangement or agreement. There are not undertaking or (iii) that give any stockholder agreements, voting trusts person the right to receive any economic benefit or other agreements right similar to which Parent or any of its Subsidiaries is a party or by which it is bound relating derived from the economic benefits and rights occurring to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares holders of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by ParentParent or any Parent Subsidiary.

Capital Structure. (a) As of July 16, 2021 (the date of this Agreement“Parent Capitalization Date”), the authorized capital stock shares of beneficial interest of Parent consists consist of (i) 300,000,000 225,000,000 Parent Common Shares and 40,000,000 preferred shares of Parent Common Stock and (ii) 10,000,000 shares of preferred stockbeneficial interest, $0.01 par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital StockShares”). At the close of business on June 26the Parent Capitalization Date, 2024: (Ai) 232,502,252 shares of 84,546,649 Parent Common Stock Shares were issued and outstanding, and 1,750,000 shares (ii) 5,374,248 Parent Common Shares were reserved for issuance pursuant to the terms of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding or equity or equity-based awards of restricted stock units granted pursuant to the Parent Stock Plan Equity Incentive Plans, (iii) 1,278,650 Parent Common Shares were available for grant under the Parent Equity Incentive Plans, (iv) 2,455,853 Parent Common Shares were reserved for issuance upon redemption of outstanding Parent OP Units in accordance with the Parent LP Agreement, and (Dv) there no Parent Preferred Shares were 17,560 shares of Parent Common Stock subject to outstanding warrantsissued and outstanding. (b) All Except as set forth in Section 5.3(b) of the Parent Disclosure Letter, all issued and outstanding shares of beneficial interest of Parent Common Stock have been are duly authorized and are authorized, validly issued, fully paid and non-assessable nonassessable, and are not subject no class of beneficial interest is entitled to preemptive rights. The There are no outstanding bonds, debentures, notes or other Indebtedness of Parent Common Stock having the right to be issued pursuant vote (or convertible into, or exchangeable for, securities having the right to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares vote) on any matter on which holders of Parent Common Stock have been issued and granted in compliance in all material respects with Shares may vote. (ic) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including All of the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of each of the Parent Subsidiaries of Parent that is a corporation are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. Except as set forth in this Section 5.25.3(c) of the Parent Disclosure Letter, and except for changes since March 31, 2024 resulting from all shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Parent owns, directly or indirectly, all of the issued and outstanding capital stock options outstanding at such date (and other ownership interests of each of the issuance Parent Subsidiaries, free and clear of shares thereunder), or stock grants all encumbrances other than statutory or other employee awards granted from Liens for Taxes or assessments which are not yet due or delinquent or the close validity of business which is being contested in good faith by appropriate proceedings and for which adequate accruals and reserves are maintained on March 31, 2024 Parent’s financial statements in accordance with GAAP (if such reserves are required pursuant to GAAP). (d) Except as set forth in the date of this Agreement, as Parent LP Agreement or in Section 5.3(d) of the date of this AgreementParent Disclosure Letter, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stockoutstanding subscriptions, Voting Debt or other voting securities of Parent; and (3) no securities, options, warrants, subscriptions, calls, rights (including preemptive and rights, profits interests, stock appreciation rights), phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments or agreements of any kind to which Parent or any Subsidiary of the Parent Subsidiaries is a party or by which it any of them is bound in any case obligating Parent or any Subsidiary of the Parent Subsidiaries to (i) issue, delivertransfer, sell, purchase, redeem deliver or acquiresell or create, or cause to be issued, deliveredtransferred, sold, purchased, redeemed delivered or acquired, sold or created any additional shares of capital beneficial interest or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any Voting Debt or other voting securities equity security of Parent, or obligating Parent or any Parent Subsidiary of Parent to or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such optionsubscriptions, warrantsecurities, subscriptionoptions, callwarrants, rightcalls, commitment rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or agreement. There are not any stockholder other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of beneficial interest or other equity interests. (e) Neither Parent nor any Parent Subsidiary is a party to or, to the Knowledge of Parent, bound by any agreements or understandings concerning the voting (including voting trusts or other agreements to which and proxies) of any capital stock of Parent or any of its Subsidiaries the Parent Subsidiaries. (f) Parent does not have a “poison pill” or similar shareholder rights plan. (g) Except as set forth in Section 5.3(g) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary is a party under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (h) All dividends or other distributions on the Parent Common Shares, the Parent Preferred Shares and any material dividends or other distributions on any securities of any Parent Subsidiary which it is bound relating have been authorized or declared prior to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of date hereof have been paid in full (except to the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable extent such dividends have been publicly announced and are owned by Parentnot yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 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 June 26February 24, 2024: 2011, (Ai) 232,502,252 162,920,669 shares of Parent Common Stock were issued and outstanding, and 1,750,000 (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; , (Biv) there were outstanding options to purchase 2,260,781 24,172,074 shares of Parent Common Stock pursuant to were reserved for issuance under Parent’s 2017 Incentive Distribution Reinvestment and Stock Purchase Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 5,257,637 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to were reserved for future issuance or grant under the Parent Stock Plan and (D) there were 17,560 Benefit Plans, 1,987,878 shares of Parent Common Stock subject to were reserved for issuance upon exercise of outstanding warrants. (b) All outstanding options, and 71,848 shares of Parent Common Stock have been 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 and are authorized, validly issued, fully paid and non-assessable assessable, and are not subject to preemptive rights. The all shares of Parent Common Stock to be issued pursuant to as the Merger Consideration or as Stock Award Payments, when so issued in accordance with the terms of this Agreement, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject non-assessable. No class of capital stock is entitled to preemptive rights. All Except as disclosed in Section 5.3(a) of Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock have been issued may vote. (b) At the close of business on February 24, 2011, all of the Merger Sub Interests were owned by Parent. All of the Merger Sub Interests are duly authorized and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when validly issued, will be issued in compliance in all material respects with and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (Aor convertible into, or exchangeable for, securities having the right to vote) applicable securities Laws and other applicable Law and on any matter on which holders of Merger Sub Interests may vote. (Bc) all requirements set forth in applicable contracts. All of the outstanding shares of capital stock or other equity interests of each of the Parent Subsidiaries of Parent that is a corporation are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. (d) Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement5.3, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stocksecurities, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights, commitments, agreements, rights (including preemptive and appreciation rights)of first refusal, commitments arrangements or agreements undertakings of any kind to which Parent Parent, Merger Sub or any other Parent Subsidiary of Parent is a party or by which it any of them is bound in any case bound, obligating Parent Parent, Merger Sub or any other Parent Subsidiary of Parent to issue, deliver, sell, purchase, redeem deliver or acquiresell or create, or cause to be issued, delivered, sold, purchased, redeemed delivered or acquiredsold or created, additional shares of capital Parent Stock or Merger Sub Interests or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any Voting Debt or other voting securities equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent Parent, Merger Sub or any other Parent Subsidiary of Parent to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitment commitment, agreement, right of first refusal, arrangement or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stockundertaking. As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the authorized Parent Plans). Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or, to the knowledge of Parent, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Merger Sub consists Parent, or equity interests in any of 1,000 the other Parent Subsidiaries. (e) All dividends or distributions on the shares of common stock, par value $0.01 per share, all Parent Stock and any material dividends or distributions on any securities of any Parent Subsidiary which shares are validly issued, fully have been authorized or declared prior to the date hereof have been paid and nonassessable in full (except to the extent such dividends have been publicly announced and are owned by Parentnot yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 shares 500,000,000 Parent Shares, of which 108,596,551 Parent Common Stock Shares were issued and (ii) 10,000,000 shares outstanding as of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26December 16, 2024: (A) 232,502,252 shares of Parent Common Stock were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans 2020 (the “Parent Stock PlanMeasurement Date”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (Dii) there were 17,560 shares 20,000,000 preferred shares, par value $0.0001 per share, of which none are issued and outstanding as of the date hereof. All of the issued and outstanding Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock Shares have been duly authorized and are validly issued, fully paid and non-assessable nonassessable. As of the Measurement Date, Parent had outstanding under the Parent’s 2015 Equity Incentive Plan (as amended, the “Parent Stock Plan”) options to purchase a total of 3,648,010 Parent Shares (the “Parent Options”), with a weighted average exercise price per Parent Share of $11.57, and are not subject to preemptive rightsrestricted stock units in respect of a total of 470,092 Parent Shares (“Parent RSUs”). The Parent Common Stock to be issued pursuant to Except as set forth above or as otherwise permitted under Section 7.1(b) of this Agreement, when 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, obligations or contracts of any kind that obligate Parent or any of its Subsidiaries to issue or sell any Parent Shares or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, Parent Shares. From the Measurement Date to the date of this Agreement, no Parent Shares have been issued, will be validly issuedother than pursuant to the vesting, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares settlement or exercise of Parent Common Options and Parent RSUs outstanding as of the Measurement Date under the Parent Stock have been issued and granted Plan (collectively, “Parent Equity Awards”). (b) Upon any issuance of any Parent Shares in compliance in all material respects accordance with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the terms of the Parent Stock Plan). The , such Parent Common Stock to be issued pursuant to this Agreement, when issued, Shares will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessablenonassessable and free and clear of any Liens, other than restrictions under applicable securities Laws. Except as set forth in this Section 5.2Parent does not have outstanding any bonds, and except for changes since March 31debentures, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants notes or other employee awards granted from obligations the close holders of business on March 31, 2024 which have the right to vote with the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities holders of Parent or Shares on any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) matter. There are no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or outstanding agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of obligate Parent to issue, deliver, sell, purchaserepurchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or otherwise acquire any Voting Debt Parent Shares or other voting securities of Parent, or obligating Parent or any Subsidiary of obligate Parent to grant, extend or enter into any such optionagreements relating to any Parent Shares or other securities of Parent, warrantincluding any agreements granting any preemptive rights, subscriptionsubscription rights, callanti-dilutive rights, rightcall or rights of first refusal or similar rights. Parent is not a party to any stockholders’ agreement, commitment voting trust agreement, registration rights agreement or agreementother similar agreement or understanding relating to any Parent Shares or any other agreement relating to the disposition, voting or dividends with respect to any Parent Shares. (c) Parent owns, directly or indirectly, the shares of capital stock of, or other equity or voting interests in, each of its Subsidiaries free and clear of any Liens, other than restrictions under applicable securities Laws. There are not any stockholder no outstanding options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, agreements, voting trusts arrangements, calls, commitments or other agreements to which rights, obligations or contracts of any kind that obligate Parent or any of its Subsidiaries is a party to issue or by which it is bound relating to the voting sell any securities or obligations convertible or exchangeable into or exercisable for any securities of any shares Subsidiary of Parent. Except for its interests in any of its Subsidiaries, Parent does not own, directly or indirectly, any capital stock of, or other equity interest interests of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or nature in, any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by ParentPerson.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 950,000,000 shares of Parent Common Stock and (ii) 10,000,000 50,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common of which 60,000 are designated as Series A Convertible Preferred Stock, the “Parent Capital 20,000 are designated as Series C Convertible Preferred Stock and 20,000 are designated as Series D Convertible Preferred Stock”). At the close of business on June 2630, 20242021: (A) 232,502,252 44,284,833 shares of Parent Common Stock were issued and outstanding, and 1,750,000 ; (B) 44,916 shares of Pre-Merger Parent Preferred Stock were issued and outstanding; (BC) there were outstanding options to purchase 2,260,781 3,966,326 shares of Parent Common Stock were reserved for issuance pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans the equity compensation plan of Parent (the “Parent Stock Equity Plan”); and (CD) there were 2,114,988 13,438,868 shares of Parent Common Stock subject to outstanding awards were reserved for issuance in connection with the conversion of restricted stock units granted pursuant to other debt/equity. Except as set forth in this Section 5.2, at the Parent Stock Plan and (D) close of business on June 30, 2021, there were 17,560 are no other shares of outstanding Parent Common Capital Stock subject to outstanding warrantsissued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Common Capital Stock have been been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized and are authorized, validly issued, fully paid and non-assessable nonassessable and are not subject to preemptive rightsrights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of Parent. The Parent Class A Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares , (B) free and clear of Parent Common Stock have been any Liens and (C) issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in any applicable contracts. All Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity stock, membership interests and partnership interests, as applicable, of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parentincluding Buyer, are owned free and clear of all Encumbrances (Liens, other than Permitted Encumbrances) and have been duly authorizedLiens. As of the close of business on June 30, validly issued2021, fully paid and nonassessable. Except except as set forth in this Section 5.2, except for stock grants or other awards granted in accordance with Section 7.2(b)(ii), and except for changes since March 31June 30, 2024 2021, resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are no outstanding: (1i) no Voting Debt or other voting securities shares of ParentParent Capital Stock; (2ii) no Voting Debt; (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital StockStock or Voting Debt; (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, Voting Debt redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other voting securities equity interests of any Subsidiary of Parent; and or (3v) no subscriptions, options, warrants, subscriptions, calls, puts, rights of first refusal or other rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound bound, in any case case, obligating Parent or any Subsidiary of Parent to (1) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of capital stock or Parent Capital Stock, any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to (2) grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There are not any no stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. Parent has entered into lock-up agreements, substantially in the form provided to the Company prior to the date hereof, with each holder of Parent Preferred Stock. (c) As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares the outstanding membership interests of Buyer are validly issued, fully paid and nonassessable issued and are wholly owned by Parent. (d) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 450,000,000 shares of Parent Common Stock and (ii) 10,000,000 50,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the of which 3,000,000 shares have been designated as Parent Common Series A Preferred Stock, the “6,000,000 shares have been designated as Parent Capital Series B Preferred Stock and 4,600,000 have been designated as Parent Series C Preferred Stock”). At the close of business on June 26July 31, 20242023: (A) 232,502,252 20,219,246 shares of Parent Common Stock were issued and outstanding, and 1,750,000 ; (B) 1,663,193 shares of Parent Series A Preferred Stock were issued and outstanding; (BC) there 3,727,641 shares of Parent Series B Preferred Stock were outstanding options to purchase 2,260,781 issued and outstanding; (D) 3,728,795 shares of Parent Series C Preferred Stock were issued and outstanding; (E) 1,079,358 shares of Parent Common Stock were reserved for issuance pursuant to Parent’s 2017 Incentive Planthe equity or equity-based awards outstanding under, or that may be granted in the future under, the equity compensation plans of Parent (as amended from time to time, and prior plans (the “Parent Stock PlanEquity Plans”); and (CF) there were 2,114,988 7,915,381 shares of Parent Common Stock subject to outstanding awards were reserved for issuance in connection with the conversion of restricted stock units granted pursuant to Parent Preferred Stock. Except as set forth in this Section 5.2, at the Parent Stock Plan and (D) close of business on July 31, 2023, there were 17,560 are no other shares of outstanding Parent Common Capital Stock subject to outstanding warrantsissued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Common Capital Stock have been been, and all shares of Parent Capital Stock to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized and are authorized, validly issued, fully paid and non-assessable nonassessable and are not subject to preemptive rightsrights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the Maryland General Corporation Act (the “MGCL”) and the Organizational Documents of Parent. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares , (B) free and clear of Parent Common Stock have been any Liens and (C) issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in any applicable contracts. All Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock stock, membership interests, partnership interests or other equity interests interests, as applicable, of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parentincluding Merger Sub, are owned free and clear of all Encumbrances (Liens, other than Permitted EncumbrancesLiens. (c) and have been duly authorizedAs of the close of business on July 31, validly issued2023, fully paid and nonassessable. Except except as set forth in this Section 5.2, and the Organizational Documents of Parent, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreementin accordance with Section 6.2(b)(ii), there are no outstanding: (1i) no Voting Debt or other voting securities shares of ParentParent Capital Stock; (2ii) no Voting Debt; (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital StockStock or Voting Debt; (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, Voting Debt redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other voting securities equity interests of any Subsidiary of Parent; and or (3v) no subscriptions, options, warrants, subscriptions, calls, puts, rights of first refusal or other rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound bound, in any case case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of capital stock or Parent Capital Stock, any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to (B) grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There Except as set forth in the Organizational Documents of Parent, there are not any no stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. . (d) As of the date of this Agreement, all of the authorized capital stock of issued and outstanding membership interests in Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are wholly owned by Parent. (e) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

Capital Structure. (a) As of the date of this AgreementJune 30, 2005, the authorized share capital stock of Parent consists of (i) 300,000,000 999,575,693 ordinary shares, 424,247 class “A” ordinary shares and 60 deferred shares, of which 604,055,917 Parent Common Stock and (ii) 10,000,000 shares Ordinary Shares were outstanding as of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 2630, 2024: (A) 232,502,252 2005. Parent has submitted to its stockholders, at a stockholder meeting scheduled to be held by July 27, 2005, inter alia, a proposal to increase the number of authorized ordinary shares of Parent Common Stock were to a total of 1,499,575,693 ordinary shares. One Parent ADS represents one Parent Ordinary Share. All of the issued and outstandingoutstanding Parent Ordinary Shares and Parent ADSs have been, and 1,750,000 shares of all Parent Preferred Stock were ADSs representing Parent Ordinary Shares which are to be issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock Merger have been duly authorized and are validly issuedwill be, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be when issued pursuant to in accordance with the terms of this Agreement, when issued, will be validly issued, fully paid and nonassessable and are not subject to any preemptive rightsor similar right. All outstanding shares Each of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock stock, ownership interests, or other equity interests securities of each of the Subsidiaries of Parent that are owned by Parent’s Significant Subsidiaries, or a direct or indirect Merger Sub and Sister Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been is duly authorized, validly issued, fully paid and nonassessablenonassessable and is owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except pursuant to Parent’s stock plans (collectively, the “Parent Stock Plans”), as set forth on Section 5.2(b) of the Parent Disclosure Schedules, and except as otherwise set forth on Section 5.2(b) of the Parent Disclosure Schedules, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock, ownership interests or other securities of Parent or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Significant Subsidiaries, and so securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth in this on Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as 5.2(b) of the date of this AgreementParent Disclosure Schedules, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or does not have outstanding any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by ParentDebt.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 280,000,000 shares of capital stock, which have been classified as 250,000,000 shares of Parent Common Stock and (ii) 10,000,000 30,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26May 20, 2024: 2023, (Ai) 232,502,252 103,880,021 Parent Common Shares were issued and outstanding, (ii) 6,799,467 shares of Parent Series A Preferred Stock were issued and outstanding, (iii) 4,695,887 shares of Parent Series B Preferred Stock were issued and outstanding, (iv) 359,840 shares of Parent Common Stock were issued reserved for issuance pursuant to awards outstanding under the Parent 2021 Equity Plan, (v) 2,500,000 shares of Parent Common Stock were reserved for issuance upon a conversion of awards of LTIP Units pursuant to the Parent 2021 OPP and outstanding, and 1,750,000 (vi) there are no shares of Parent Common Stock reserved for issuance upon conversion of Parent Partnership Units. One hundred thousand (100,000) shares of Parent Preferred Stock were issued are designated as Parent Series C Preferred Stock, none of which is outstanding, and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock which are reserved for issuance in accordance with the stockholder rights plan adopted pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans the Parent Rights Agreement (the “Parent Stock Rights Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan . All issued and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of the beneficial interests of Parent are, and all Parent Common Stock have been Shares reserved for issuance as noted above, shall be, when issued in accordance with the respective terms thereof, duly authorized and are authorized, validly issued, fully paid and non-assessable and free of preemptive rights, and all Parent Common Shares and Parent Preferred Shares to be issued to Parent Operating Partnership and provided by Parent Operating Partnership as the REIT Common Merger Consideration or the REIT Preferred Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. There are no outstanding bonds, debentures, notes or 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 matter on which holders of Parent Common Shares or other equity holders of such Parent Subsidiary may vote. (b) Parent is the sole general partner of Parent Operating Partnership, and Parent owns, directly or indirectly, all of the general partner interests in Parent Operating Partnership, free and clear of Liens (other than Permitted Liens). Section 5.3(b) of the Parent Disclosure Letter sets forth, as of the date hereof, the name of, and the number and class of partnership interests held by, each partner in Parent Operating Partnership. Other than such limited partnership interests set forth on Section 5.3(b) of the Parent Disclosure Letter, Parent owns all of the issued and outstanding limited partnership interests in Parent Operating Partnership, free and clear of Liens (other than Permitted Liens or Liens arising pursuant to the Parent Partnership Agreement). (c) All of the REIT Merger Sub membership interests are owned directly or indirectly by Parent Operating Partnership, free and clear of Liens. All of the REIT Merger Sub membership interests are duly authorized and validly issued, and are not subject entitled to preemptive rights. The There are no outstanding bonds, debentures, notes or other indebtedness of REIT ▇▇▇▇▇▇ Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holder of REIT ▇▇▇▇▇▇ Sub membership interests may vote. (d) All of the Partnership Merger Sub membership interests are owned directly or indirectly by Parent Common Stock to be issued pursuant to this AgreementOperating Partnership, when free and clear of Liens. All of the Partnership Merger Sub membership interests are duly authorized and validly issued, will be and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Partnership ▇▇▇▇▇▇ Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holder of Partnership Merger Sub membership interests may vote. (e) All of the outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsnonassessable. All outstanding shares equity interests in each of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock of (or other equity ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of Parent that outstanding options or exchange rights are owned by Parentduly authorized and, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in this Section 5.25.3(e) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other equity interests of each of the Parent Subsidiaries, free and clear of all Liens (other than Permitted Liens), and except for changes since March 31there are no existing options, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder)warrants, or stock grants calls, subscriptions, convertible securities or other employee awards granted from the close securities, agreements, commitments or obligations of business on March 31, 2024 any character relating to the date outstanding capital stock or other equity interests of this Agreementany Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, equity interests or securities convertible into or exchangeable for shares of its capital stock or equity interests. (f) Except as set forth in Section 5.3(f) of the Parent Disclosure Letter or pursuant to the Parent Rights Plan, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stocksecurities, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights, commitments, agreements, rights (including preemptive and appreciation rights)of first refusal, commitments arrangements or agreements undertakings of any kind to which Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary of Parent is a party or by which it any of them is bound in any case bound, obligating Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary of Parent to issue, deliver, sell, purchase, redeem deliver or acquiresell or create, or cause to be issued, delivered, sold, purchased, redeemed delivered or acquiredsold or created, additional shares of capital Parent Common Shares or REIT Merger Sub or Partnership Merger Sub partnership interests or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any Voting Debt or other voting securities equity interest of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any of the other Parent Subsidiaries or obligating Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary of Parent to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitment commitment, agreement, right of first refusal, arrangement or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stockundertaking. As of the date of this Agreement, except as expressly provided in the authorized Parent Partnership Agreement or pursuant to the Parent Rights Plan, there are no outstanding contractual obligations of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any Parent Common Shares, or other equity interests of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Parent Equity Plan). Except as set forth on Section 5.3(f) of the Parent Disclosure Letter, none of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary is a party to or, to the knowledge of Parent, bound by any agreements or understandings concerning the voting of any capital stock or other equity interests of Parent, REIT Merger Sub, Partnership Merger Sub consists or any of 1,000 shares the other Parent Subsidiaries. (g) All dividends or distributions on the Parent Common Shares, Parent Preferred Stock, Parent Partnership Units and any dividends or distributions on any securities of common stock, par value $0.01 per share, all of any Parent Subsidiary which shares are validly issued, fully have been authorized or declared prior to the date hereof have been paid and nonassessable in full (except to the extent such dividends have been publicly announced and are owned by Parentnot yet due and payable).

Capital Structure. (a) As The authorized shares of the date of this Agreement, the authorized capital stock beneficial interest of Parent consists of (i) 300,000,000 200,000,000 Parent Common Shares and 40,000,000 preferred shares of Parent Common Stock and (ii) 10,000,000 shares of preferred stockbeneficial interest, $0.01 par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital StockShares”), of which Parent Preferred Shares 4,180,000 have been designated as 8.250% Series A Cumulative Redeemable Perpetual Preferred Shares. At the close of business on June 26February 7, 2024: 2014, (A) 232,502,252 shares of i)130,886,126 Parent Common Stock Shares were issued and outstanding, and 1,750,000 shares of (ii) 4,100,000 Parent Preferred Stock Shares were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares , all of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrantswhich are 8.250% Series A Cumulative Redeemable Perpetual Preferred Shares. (b) All issued and outstanding shares of beneficial interest of Parent Common Stock have been are duly authorized and are authorized, validly issued, fully paid and non-assessable nonassessable, and are not subject no class of beneficial interest is entitled to preemptive rights. The There are no outstanding bonds, debentures, notes or other Indebtedness of Parent Common Stock having the right to be issued pursuant vote (or convertible into, or exchangeable for, securities having the right to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares vote) on any matter on which holders of Parent Common Stock have been issued and granted in compliance in all material respects with Shares may vote. (ic) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including All of the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of each of the Parent Subsidiaries of Parent that is a corporation are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries, free and clear of all encumbrances other than statutory or other Liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate accruals and reserves are maintained on Parent’s financial statements in accordance with GAAP (if such reserves are required pursuant to GAAP). (d) Except as set forth in this the Parent LP Agreement or in Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as 5.3(d) of the date of this AgreementParent Disclosure Letter, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stockoutstanding subscriptions, Voting Debt or other voting securities of Parent; and (3) no securities, options, warrants, subscriptions, calls, rights (including preemptive and rights, profits interests, stock appreciation rights), phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments or agreements of any kind to which Parent or any Subsidiary of the Parent Subsidiaries is a party or by which it any of them is bound in any case obligating Parent or any Subsidiary of the Parent Subsidiaries to (i) issue, delivertransfer, sell, purchase, redeem deliver or acquiresell or create, or cause to be issued, deliveredtransferred, sold, purchased, redeemed delivered or acquired, sold or created any additional shares of capital beneficial interest or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any Voting Debt or other voting securities equity security of Parent, or obligating Parent or any Parent Subsidiary of Parent to or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such optionsubscriptions, warrantsecurities, subscriptionoptions, callwarrants, rightcalls, commitment rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or agreement. There are not any stockholder other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of beneficial interest or other equity interests. (e) Neither Parent nor any Parent Subsidiary is a party to or, to the Knowledge of Parent, bound by any agreements or understandings concerning the voting (including voting trusts or other agreements to which and proxies) of any capital stock of Parent or any of its Subsidiaries the Parent Subsidiaries. (f) Parent does not have a “poison pill” or similar shareholder rights plan. (g) Neither Parent nor any Parent Subsidiary is a party under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (h) All dividends or other distributions on the Parent Common Shares, the Parent Preferred Shares and any material dividends or other distributions on any securities of any Parent Subsidiary which it is bound relating have been authorized or declared prior to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of date hereof have been paid in full (except to the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable extent such dividends have been publicly announced and are owned by Parentnot yet due and payable).

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 600,000,000 shares of Parent Class A Common Stock and Stock, (ii) 10,000,000 125,000,000 shares of Class B common stock, par value $0.01 per share, of Parent (“Parent Class B Common Stock”), and (iii) 50,000,000 shares of preferred stock, par value $0.001 0.01 per share (“Parent Preferred Stock” and, together with the Parent Class A Common Stock and Parent Class B Common Stock, the “Parent Capital Stock”). At the close of business on June 26, 2024the Measurement Date: (A) 232,502,252 281,240,390 shares of Parent Class A Common Stock were issued and outstanding, 35,420,258 shares of Parent Class B Common Stock were issued and 1,750,000 outstanding and no shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 the shares of Parent Class A Common Stock issued and outstanding include 1,176,897 shares of restricted Parent Class A Common Stock issued pursuant to Parent’s 2017 2014 Amended and Restated Long-Term Incentive Plan, as amended from time to time, and prior plans time (the “Parent Stock Equity Plan”); (C) there 1,256,781 Parent RSUs were 2,114,988 issued and outstanding and 358,240 Parent PSUs were issued and outstanding at target performance levels; and (D) 7,961,297 shares of Parent Class A Common Stock subject to outstanding awards of restricted stock units granted were reserved for issuance pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrantsEquity Plan. (b) All outstanding shares of Parent Common Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Capital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan)contracts. The Parent Class A Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. The Parent Class A Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. As of the close of business on the Measurement Date, except as set forth in this Section 5.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect wholly owned Subsidiary of Parent, are owned free and clear of all Encumbrances (Encumbrances, other than Permitted Encumbrances) , and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 the Measurement Date resulting from the exercise of stock options outstanding at such date (and the issuance of shares of Parent Class A Common Stock thereunder, which were reserved for issuance as set forth in Section 5.2(a)), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreementin accordance with Section 6.2(b)(ii), there are outstanding: (1) no shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; , and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock Parent Capital Stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of ParentParent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Class A Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has any (x) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(b)(y) of the Parent Disclosure Letter. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of the Parent consists of (i) 300,000,000 100,000,000 shares of Parent Common Stock and Stock, (ii) 10,000,000 100,000,000 shares of Class B common stock, $0.001 par value (the “Parent Class B Common Stock”) and (iii) 100,000,000 shares of preferred stock, $0.001 par value $0.001 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26the Cutoff Date, 2024: (A) 232,502,252 (w) 2,500,000 shares of Parent Common Stock were issued and outstanding, (x) 24,000,000 shares of Parent Class B Common Stock were issued and 1,750,000 outstanding, (y) no shares of Parent Preferred Stock were issued and outstanding; , and (z) no other shares of capital stock were issued and outstanding, and (B) there were outstanding options to purchase 2,260,781 no shares of capital stock were held in treasury or owned by a Subsidiary of Parent. All of the Parent Class B Common Stock pursuant to Parent’s 2017 Incentive Planis held by RCAP Holdings, as amended from time to timeLLC, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rightsa Delaware limited liability company. All outstanding shares of Parent Common Stock and Parent Class B Common Stock were duly authorized and validly issued and are fully paid and non-assessable. All securities issued by Parent have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with applicable Law. At the close of business on the Cutoff Date, 250,000 shares of Parent Common Stock were reserved for issuance under equity plans adopted by Parent (excluding any such shares issuable upon exchange of operating subsidiary units held by RCAP Holdings, LLC (and cancellation of its corresponding shares of Parent Class B Common Stock)). (b) Except as set forth on Section 5.3(b) of the Parent Disclosure Letter and except for any obligations pursuant to this Agreement or as set forth in subsection (a) above, (i) Parent does not have any shares of its capital stock issued, outstanding or reserved for issuance and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar rights, agreements, Contracts, undertakings or commitments of any kind relating to capital stock or other equity or voting interests of Parent to which Parent is a party or otherwise obligating Parent to (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding issue, transfer or sell any shares of capital stock or other equity or voting interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent securities convertible into or exchangeable for such shares or exercisable for shares of Parent Capital Stockequity or voting interests, Voting Debt or other voting securities of Parent; and (3B) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, subscription, call, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar right, commitment agreement, Contract, undertaking or agreement. There arrangement or (C) redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity or voting interests. (c) Parent has no Indebtedness or other obligations convertible or exchangeable into equity interests or otherwise giving the holders thereof the right to vote (or which are not convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (d) Except as set forth in the Parent SEC Documents, there are no stockholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or by which it is bound relating or, to Parent’s knowledge, among any security holders of Parent with respect to securities of Parent, with respect to the voting or registration of any shares of the capital stock or other voting or equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parentpreemptive rights with respect thereto.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 200,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares shares, without par value, of preferred stock, par value $0.001 per share (“Parent of which 6,745,347 shares have been designated as Convertible Preferred Stock” and, together with the Series D ("Parent Series D Preferred Stock"). Parent has issued rights to purchase shares of Parent Common StockStock (the "Parent Rights") that were issued pursuant to the Renewed Rights Agreement dated as of September 25, 1997 (as amended from time to time, the “"Parent Capital Stock”Rights Agreement"), between Parent and First Chicago Trust Company of New York. At the close of business on June 2630, 20242003: (Ai) 232,502,252 58,313,553 shares of Parent Common Stock and 4,146,255 shares of Parent Series D Preferred Stock were outstanding, all of which were validly issued, fully paid and nonassessable; (ii) no shares of Parent Common Stock were issued and outstanding, and 1,750,000 shares of held by Parent Preferred Stock were issued and outstandingin its treasury; (Biii) there were outstanding options to purchase 2,260,781 3,331,806 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (were issuable upon the “conversion or redemption of the Parent Stock Plan”)Series D Preferred Stock; (Civ) there were 2,114,988 5,412,710 shares of Parent Common Stock subject to outstanding awards were issuable upon the exercise of restricted stock units granted pursuant to the purchase contracts which form a part of Parent's Adjustable Conversion-Rate Equity Security Units ("Parent Stock Plan Units"); and (Dv) there were 17,560 8,934,167 shares of Parent Common Stock subject were issuable upon the exercise of outstanding employee or director stock options (the "Parent Employee Stock Options") that were granted pursuant to outstanding warrants. any stock plan, program or arrangement of Parent or any Parent Subsidiary (bthe "Parent Employee Stock Plans"). Except as set forth above, at the close of business on June 30, 2003, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. Other than the Parent Units, there are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Parent must vote. Except as set forth above, as of the date of this Agreement there are not any Options to which Parent or any Parent Subsidiary is a party or by which any of them is bound relating to the issued or unissued capital stock of Parent or any Parent Subsidiary, or obligating Parent or any Parent Subsidiary to issue, transfer, grant or sell any shares of capital stock or other equity interests in, or securities convertible or exchangeable for any capital stock or other equity interests in, Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such Options. All outstanding shares of Parent Common Stock have been that are subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized and are authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rightsnonassessable. The All shares of Parent Common Stock that are subject to be issued issuance pursuant to the Merger, upon issuance pursuant to this Agreement, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as As of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities not any outstanding contractual obligations of Parent or any Parent Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchaserepurchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of otherwise acquire any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any Parent Subsidiary, or make any material investment (in the form of a loan, capital contribution or otherwise) in any person other shares of than a Parent Capital StockSubsidiary. As of the date of this Agreement, the authorized capital stock shares of Merger Sub consists consist of 1,000 shares of common stockshares, without par value $0.01 per sharevalue, all of which shares are have been validly issued, are fully paid and nonassessable and are owned by ParentParent free and clear of any Lien.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 3,000,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares Stock. As of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26March 1, 20242006: (Ai) 232,502,252 675,633,438 shares of Parent Common Stock were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; outstanding (B) there were outstanding options to purchase 2,260,781 excluding shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, held by Parent in its treasury) and prior plans (the “Parent Stock Plan”); (Cii) there were 2,114,988 no shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the were issued and held by Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) in its treasury. All outstanding shares of Parent Common Stock have been are duly authorized and are authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights. The rights created by statute, the certificate of incorporation or bylaws of Parent Common Stock or any agreement to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rightswhich Parent is a party or by which it is bound. All outstanding shares of Parent Common Stock have been issued are, and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The shares of Parent Common Stock to which may be issued pursuant to this AgreementAgreement will, when issued, will be issued in compliance in all material respects accordance with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parentterms hereof, or a direct or indirect Subsidiary of Parentbe, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2non-assessable and not subject to preemptive rights created by statute, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder)Parent Charter Documents, or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements agreement to which Parent or any Subsidiary of Parent is a party or by which it is bound bound. As of the close of business on March 1, 2006, (i) 124,764,652 shares of Parent Common Stock are issuable upon the exercise of outstanding options to purchase Parent Common Stock (such options, whether payable in any case obligating cash, shares or otherwise are referred to in this Agreement as “Parent Options”), (ii) 70,142 shares of Parent Common Stock are issuable upon settlement of Parent restricted stock units (“Parent Restricted Units”), and (iii) 26,557,857 shares of Parent Common Stock are available for issuance under existing Parent equity-based plans. Except as set forth in the immediately preceding sentence, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent. (b) No bonds, debentures, notes or other indebtedness of Parent or any Subsidiary of its Subsidiaries having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) are issued or outstanding as of the date hereof (collectively, “Parent Voting Debt”). (c) Except for the outstanding shares of Parent to issueCommon Stock, deliverParent Options, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional Parent Restricted Units and shares of capital Parent Common Stock available for issuance under the existing Parent stock or any Voting Debt or other voting securities plans, as of Parentthe date hereof, or obligating Parent or any Subsidiary of Parent to grantthere are no securities, extend or enter into any such optionoptions, warrantwarrants, subscriptioncalls, callrights, rightcontracts, commitment or agreement. There are not any stockholder commitments, agreements, voting trusts instruments, arrangements, understandings, obligations or other agreements undertakings of any kind to which Parent or any of its Subsidiaries is a party or by which it any of them is bound relating obligating (or purporting to the obligate) Parent to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Parent Voting Debt, other voting securities or any securities convertible into shares of capital stock, Parent Voting Debt or other voting securities of Parent, or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking. There are no outstanding Contracts 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 repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity interest of or voting interests in, Parent. No Subsidiary of Parent owns is not a party to any voting agreement with respect to shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stockof, par value $0.01 per shareor other equity or voting interests in, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (ai) As of the date of this AgreementJanuary 31, 2001, the authorized capital stock of Parent consists consisted of (iA) 300,000,000 200,000,000 shares of Parent Common Stock Stock, par value $1.00 per share, of which 110,751,976 shares were outstanding, (B) 8,800,000 shares of Preference Stock, par value $25 per share, of which no shares were outstanding and (ii) 10,000,000 7,750,000 shares of preferred stock, par value $0.001 50 per share (“the "Parent Preferred Stock” and"), together with of which 1,806,543 shares are outstanding. From January 31, 2001 to the Parent Common Stockdate of this Agreement, the “Parent Capital Stock”). At the close there have been no issuances of business on June 26, 2024: (A) 232,502,252 shares of the capital stock of Parent Common Stock were or any other securities of Parent other than issuances of shares pursuant to options or rights outstanding as of January 31, 2001 under the Benefit Plans of Parent. All issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares the capital stock of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March no class of capital stock is entitled to preemptive rights. There were outstanding as of January 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder)2001 no options, or stock grants warrants or other employee awards rights to acquire capital stock from Parent other than the right to purchase up to 1,332,441 shares of Parent Common Stock. No options or warrants or other rights to acquire capital stock from Parent have been issued or granted from the close of business on March January 31, 2024 2001 to the date of this Agreement. The issuance by HoldCo of HoldCo Common Stock to the holders of Conectiv Stock pursuant to this Agreement has been duly authorized by all requisite corporate action of HoldCo and Parent and, upon such issuance, all such shares of HoldCo Common Stock will be validly issued, fully paid and nonassessable. (ii) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of Parent having the right to vote on any matters on which stockholders may vote ("Parent Voting Debt") are issued or outstanding. (iii) All of the outstanding shares of capital stock of, or other equity interests in, each of Parent's Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by Parent, free and clear of all Liens. To Parent's knowledge, all of the shares of capital stock or other equity interests which Parent owns in all of its Joint Ventures, have been duly authorized and validly issued and are fully paid and nonassessable. All such shares of capital stock or other equity interests are owned directly or indirectly by Parent, free and clear of all Liens (other than any customary provisions contained in the applicable investment, shareholder, joint venture or similar agreements governing such Joint Venture). Except as otherwise set forth in this Section 3.2(c), as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stocksecurities, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issuecommitments, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts arrangements or other agreements undertakings of any kind to which Parent or any of its Subsidiaries is a party party, or by which it any of them is bound relating bound, obligating Parent or any of its Subsidiaries to the voting of any issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interest of Parent. No Subsidiary voting securities of Parent owns any shares of Parent Common Stock or any other shares of its Subsidiaries or obligating Parent Capital Stockor any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, the authorized there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Merger Sub consists Parent or any of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parentits Subsidiaries.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 120,000,000 shares of Parent Common Stock and (ii) 10,000,000 5,000,000 shares of preferred stock, par value $0.001 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 June 26, 2024the Measurement Date: (A) 232,502,252 no more than 41,438,129 shares of Parent Common Stock were issued and outstanding, and 1,750,000 (B) 515,030 Legacy Parent Warrants to purchase 515,060 shares of Parent Preferred Common Stock were issued and outstanding and (C) 1,971,031 Series A Parent Warrants to purchase 1,138,073 shares of Parent Common Stock were issued and outstanding and (D) 2,136,680 Series B Parent Warrants to purchase 1,233,719 shares of Parent Common Stock were issued and outstanding; . (b) At the close of business on the Measurement Date, there were (i) (A) 226,457 outstanding Parent RSU Awards, (B) there were 78,943 outstanding options to purchase 2,260,781 Parent PSU Awards, and (C) 360,393 outstanding Parent LSU Awards; and (ii) 1,083,646 shares of Parent Common Stock remain available for issuance pursuant to Parent’s 2017 2020 Long Term Incentive Plan, as amended from time to time, and prior plans Plan (the “Parent Stock Equity Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (bc) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests As of the Subsidiaries close of Parent that are owned by Parentbusiness on the Measurement Date, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement3.2, there are no outstanding: (1) no shares of Parent Common Stock or any Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Common Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock Parent Common Stock or any Voting Debt or other voting securities of ParentParent or any securities convertible into or exchangeable or exercisable for such securities, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. (d) All outstanding shares of Parent Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to the Arrangement and this Agreement, when issued, will be validly issued, fully paid and non-assessable and not subject to preemptive rights. All outstanding shares of Parent Capital Stock have been issued and granted in compliance in all material respects with Securities Laws, other applicable Law and applicable Contracts (including the Parent Equity Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable Contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly owned Subsidiary of Parent, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable and all such shares or equity ownership interests are set forth in Schedule 3.2 of the Parent Disclosure Letter. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of ParentParent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. (e) As of the date of this Agreement, Parent owns, directly or indirectly, all of the outstanding equity interests in Parent Canadian Sub. As of the date of this Agreement, except as set forth in Schedule 3.2(e) of the authorized capital stock Parent Disclosure Letter, neither Parent nor any of Merger Sub consists of 1,000 shares of common stockits Subsidiaries has any (i) interests in a joint venture or, par value $0.01 per sharedirectly or indirectly, all of which shares are validly issuedequity securities or other similar equity interests in any Person or (ii) obligations, fully paid and nonassessable and are owned by Parentwhether contingent or otherwise, to consummate any additional investment in any Person.

Capital Structure. (aA) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 100,000,000 shares of common stock, $0.001 par value (the "Parent Common Stock Stock"), and (ii) 10,000,000 25,000,000 shares of preferred stock, par value $0.001 per share share, of Parent (“"Parent Authorized Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”"). At As of the close of business on June 26, 2024date hereof: (Ai) 232,502,252 28,704,861 shares of Parent Common Stock were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (Bii) there were outstanding options to purchase 2,260,781 no (0) shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “were held by Parent Stock Plan”)in its treasury; (Ciii) there were 2,114,988 no (0) shares of Parent Common Stock subject to outstanding awards were held by subsidiaries of restricted stock units granted pursuant to the Parent Stock Plan and Parent; (Div) there were 17,560 approximately 8,680,000 shares of Parent Common Stock were reserved for issuance pursuant to the stock-based plans identified in Section 4.3 of the Parent Disclosure Schedule (such plans, collectively, the "Parent Stock Plans"), of which approximately no (0) shares are subject to outstanding warrants. employee stock options or other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans (bcollectively, "Parent Employee Stock Options"); and (v) All outstanding 7,637,500 shares of Parent Common Stock are reserved for issuance pursuant to convertible securities or warrants (including 5,500,000 warrants at $1.50 heretofore issued to Bioaccelerate, Inc. and 1,500,000 warrants at $3.00 to be issued to Bioaccelerate in consideration of the $4,000,000 bridge financing heretofore agreed among the parties, and 637,500 shares reserved for issuance in respect of contingent obligations). (B) All shares of capital stock of Parent outstanding as of the date hereof have been duly authorized been, and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to all shares thereof which may be issued pursuant to this AgreementAgreement or otherwise will be, when issued, will be duly authorized and validly issued, issued and are fully paid and nonassessable nonassessable. All shares of capital stock of Parent outstanding as of the date hereof have been, and all shares which shall be issued as part of the Merger Consideration will be, when issued, not subject to preemptive rights. All outstanding shares rights created by statute, the Parent's Articles of Incorporation or any agreement to which Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the is a party or by which Parent Stock Plan). The Parent Common Stock to may be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessablebound. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 the date of this Agreement resulting from the exercise of Parent's employee stock options outstanding at on such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreementdate, there are outstanding: outstanding (1i) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary (ii) no securities of Parent to grant, extend convertible into or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any exchangeable for shares of capital stock or other equity interest voting securities of Parent. No Subsidiary , and (iii) no options or other rights to acquire from Parent, and no obligation of Parent owns to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock of Parent. (C) Parent has a sufficient number of duly authorized but unissued shares of Parent Common Stock or any other to issue the maximum number of such shares of Parent Capital Stock. As of the date contemplated by Article II of this Agreement, Agreement as the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by ParentConsideration.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (ia) 300,000,000 475,000,000 shares of Parent Common Stock and (iib) 10,000,000 shares of preferred stock, par value $0.001 1.00 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26May 13, 20242016: (Ai) 232,502,252 169,747,995 shares of Parent Common Stock were issued and outstanding, which includes undistributed shares of Parent Common Stock held in the Parent’s Amended and 1,750,000 Restated 2004 Deferred Compensation Plan for Directors and Select Employees; and (ii) no shares of Parent Preferred Stock were issued and outstanding; (Biii) there were outstanding options to purchase 2,260,781 an aggregate of 5,135,291 shares of Parent Common Stock were available for future equity award grants pursuant to Parent’s 2017 Amended and Restated 2005 Equity-Based Incentive Plan, as amended from time to time, and prior plans Compensation Plan (the “2005 Parent Stock Plan”); and (Civ) there were 2,114,988 was no Voting Debt. As of May 13, 2016: (i) unvested equity awards (consisting of, restricted stock units and performance share units) in the aggregate amount of 1,479,987 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted were held by the Parent’s directors, officers and other employees pursuant to the 2005 Parent Stock Plan Plan; and (Dii) there 1,379,173 stock appreciation rights with a weighted average strike price of $64.79 were 17,560 shares outstanding (such stock appreciation rights being anti-dilutive as of Parent Common Stock subject to outstanding warrants. (b) the date hereof). All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been been, and the Parent Common Stock to be issued pursuant to this Agreement, when issued, will be, issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts contracts. As of the close of business on May 13, 2016, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (including and the Parent Stock Planexercise, conversion, purchase, exchange or other similar price thereof). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect wholly-owned Subsidiary of Parent, are owned free and clear of all Encumbrances (Encumbrances, other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreementin accordance with Section 6.2(b)(ii), there are outstanding: (1) no shares of capital stock, Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stockcapital stock, Voting Debt or other voting securities of Parent; , and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There Other than the Voting Agreement, there are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of the capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stockthe Company. As of the date of this Agreement, Parent has no (x) material joint venture or other similar material equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2 of the Parent Disclosure Letter. The authorized capital stock of Merger Sub consists of 1,000 100 shares of common stock, par value $0.01 .01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 50,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares of preferred stockStock, par value $0.001 0.01 per share (“Parent Preferred Stock” and, together with the "Parent Common Stock"), and 3,000,000 shares of Preferred Stock, par value $0.01 per share, of which 100,000 have been designated Series D Convertible Preferred Stock and 100,000 have been designated Series E Preferred Stock (the “Parent Capital "Permanent Preferred Stock”"). At the close of business on June 26July 12, 20242002: (Ai) 232,502,252 24,911,352 shares of Parent Common Stock were issued and outstanding, and 1,750,000 ; (ii) 52,600 shares of Parent Common Stock in the aggregate were held by Parent and its subsidiaries in their treasuries; (iii) no shares of Preferred Stock were issued and outstanding; and (Biv) there 3,631,506 shares of Common Stock were reserved for issuance pursuant to the plans set forth in Section 3.02(c) of the Parent Disclosure Schedule (collectively, the "Parent Stock Plans"), of which 3,357,000 shares are subject to outstanding employee stock options or other rights to purchase 2,260,781 shares of or receive Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to under the Parent Stock Plan and Plans (D) there were 17,560 shares of collectively, "Parent Common Employee Stock subject to outstanding warrants. (b) 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 have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock stock to be issued pursuant to this Agreementhereunder and the Permanent Preferred Stock and the Conversion Shares issuable upon conversion thereof) will be, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares , and free of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (restrictions on transfer other than Permitted Encumbrances) restrictions on transfer under applicable state and have been duly authorized, validly issued, fully paid federal securities laws and nonassessableunder the Management Rights and Standstill Agreement. Except as set forth in this Section 5.23.02(c), and except for changes since March 31July 12, 2024 2002 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 Parent Common Stock pursuant to the date of this AgreementParent Employee Stock Options, as of the date of this Agreement, (x) there are outstanding: not issued, reserved for issuance or outstanding (1A) no Voting Debt any shares of capital stock or other voting securities of Parent; , (2B) no any securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt capital stock or other voting securities of Parent; Parent and (3C) no options, any warrants, subscriptions, calls, options or other rights (including preemptive and appreciation rights), commitments or agreements to which acquire from Parent or any Subsidiary Parent subsidiary, and no obligation of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent subsidiary to issue, deliverany capital stock, sell, purchasevoting 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 acquireotherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered, delivered or sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment securities. Neither Parent nor any Parent subsidiary is a party to any voting or agreementregistration rights agreement with respect to the voting or registration of any such securities. There are not any stockholder agreements, voting trusts or other agreements to which no outstanding (A) securities of Parent or 24. any of its Subsidiaries is a party Parent subsidiary convertible into or by which it is bound relating to the voting of any exchangeable or exercisable for shares of capital stock or other equity interest of Parent. No Subsidiary voting securities or ownership interests in any Parent subsidiary, (B) warrants, calls, options or other rights to acquire from Parent or any Parent subsidiary, and no obligation of Parent owns or any Parent subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Parent subsidiary or (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 directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity. All outstanding shares of Parent Common Stock or any and all outstanding Parent Employee Stock Options have been issued and granted in compliance with (i) all applicable securities laws and other shares of applicable Legal Requirements, and (ii) all material requirements set forth in applicable Parent Capital StockMaterial Contracts. As All securities reacquired by Parent were reacquired in compliance with (i) the applicable provisions of the date of this AgreementDGCL and all other applicable Legal Requirements, the authorized capital and (ii) all requirements set forth in applicable restricted stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid purchase agreements and nonassessable and are owned by Parentother applicable Parent Material Contracts.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 240,000,000 shares of Parent Common Stock and (ii) 10,000,000 Stock, 545,454 shares of preferred stockSeries A Convertible Preferred Stock, par value $0.001 0.01 per share (the “Parent Series A Preferred Stock”), and 283,018 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock” and, together with the Parent Common Series A Preferred Stock, the “Parent Capital Preferred Stock”). The Parent Common Stock and the Parent Preferred Stock are referred to herein as the “Parent Stock.” At the close of business on June 26December 14, 2024: 2012, (Ai) 232,502,252 11,157,643 shares of Parent Common Stock were issued and outstanding, and 1,750,000 (ii) 545,454 shares of Parent Series A Preferred Stock were issued and outstanding; , (Biii) there 283,018 shares of Series B Preferred Stock were outstanding options to purchase 2,260,781 issued and outstanding, (iv) 1,096,400 shares of Parent Common Stock pursuant to were reserved for issuance under Parent’s 2017 Incentive PlanEquity Plan and Parent’s Non-Executive Director Stock Plan (together, as amended from time to time, and prior plans (the “Parent Stock PlanPlans”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan , and (Dv) there 886,376 Parent OP Units were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) issued and outstanding. All issued and outstanding shares of the capital stock of Parent Common Stock have been are duly authorized and are authorized, validly issued, fully paid and non-assessable assessable, and are not subject to preemptive rights. The all shares of Parent Common Stock to be issued pursuant to as the Merger Consideration, when so issued in accordance with the terms of this Agreement, when issued, will be duly authorized, validly issued, fully paid and nonassessable non-assessable. All Parent OP Units to be issued as the Partnership Merger Consideration, when so issued in accordance with the terms of this Agreement, will be duly authorized and not subject validly issued. No class of capital stock is entitled to preemptive rights. All Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been issued owned by, Parent. All of the Merger Sub Interests are duly authorized and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when validly issued, will be issued in compliance in all material respects with and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (Aor convertible into, or exchangeable for, securities having the right to vote) applicable securities Laws and other applicable Law and on any matter on which holders of Merger Sub Interests may vote. (Bc) all requirements set forth in applicable contracts. All of the outstanding shares of capital stock or other equity interests of each of the Parent Subsidiaries of Parent that is a corporation are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. (d) Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), 5.3 or stock grants or other employee awards granted from the close of business on March 31, 2024 with respect to the date of this AgreementParent Stock Plans, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stocksecurities, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights, commitments, agreements, rights (including preemptive and appreciation rights)of first refusal, commitments arrangements or agreements undertakings of any kind to which Parent Parent, Merger Sub or any other Parent Subsidiary of Parent is a party or by which it any of them is bound in any case bound, obligating Parent Parent, Merger Sub or any other Parent Subsidiary of Parent to issue, deliver, sell, purchase, redeem deliver or acquiresell or create, or cause to be issued, delivered, sold, purchased, redeemed delivered or acquiredsold or created, additional shares of capital Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or any Voting Debt unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other voting securities contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent Parent, Merger Sub or any other Parent Subsidiary of Parent to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitment commitment, agreement, right of first refusal, arrangement or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stockundertaking. As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the authorized Parent Stock Plans). Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Merger Sub consists Parent, or equity interests in any of 1,000 the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of common stock, par value $0.01 per share, all Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which shares are validly issued, fully have been authorized or declared prior to the date hereof have been paid and nonassessable in full (except to the extent such dividends have been publicly announced and are owned by Parentnot yet due and payable).

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of Parent consists of of: (ix) 300,000,000 shares of Parent Common Stock Stock, of which (1) 128,623,829 shares (excluding treasury shares) were issued and outstanding, and (ii2) 57,733,277 shares were held by Parent as treasury shares, in each case as of the close of business on February 12, 2007 (the “Parent Cut-Off Date”), and (y) 10,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close , none of business on June 26, 2024: (A) 232,502,252 shares of Parent Common Stock were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (B) there which were outstanding options to purchase 2,260,781 shares as of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares date of Parent Common Stock subject to outstanding awards this Agreement. All of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and validly issued and are validly issued, fully paid and non-assessable and are not subject to preemptive rightsnonassessable. The Parent has no Parent Common Stock to be issued pursuant to this Agreementor Parent Preferred Stock reserved for issuance, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding except for shares of Parent Common Stock have been issued reserved for issuance pursuant to the Rights Agreement and granted in compliance in all material respects with 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 (ithe “Parent Stock Plans”). Section 5.2(b)(i) applicable securities Laws of the Parent Disclosure Letter contains a correct and other applicable Law and complete list as of close of business on February 12, 2007 of (iiA) all requirements set forth in applicable contracts the number of outstanding options to purchase Parent Common Stock (including each, a “Parent Option”) under the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law Plans and (B) all requirements set forth the number of outstanding rights, including those issued under the Parent Stock Plans, to receive, or rights the value of which is determined by reference to, Parent Common Stock (including restricted stock and restricted stock units) (each a “Parent Common Stock Unit”). From the Parent Cut-Off Date to the 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 the Parent Cut-Off Date in applicable contractsaccordance with their terms, 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 equity interests securities of the each of Parent’s Significant Subsidiaries of Parent that are has been duly authorized and validly issued and is fully paid and nonassessable and owned by Parent, Parent or by a direct or indirect wholly-owned Subsidiary of Parent, are owned free and clear of all Encumbrances (any Lien. Except as set forth in this Section 5.2(b) or in Section 5.2(b)(ii) of the Parent Disclosure Letter, there are no preemptive or other than Permitted Encumbrances) 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 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, any securities or ownership interests of Parent or any of its Subsidiaries, and have been no securities or obligations 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 nonassessablenonassessable and free and clear of any Lien. Except as set forth in this Section 5.2Parent does not have outstanding any bonds, and except for changes since March 31debentures, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants notes or other employee awards granted from obligations the close holders of business which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on March 31, 2024 to any matter. To the date Knowledge of this AgreementParent, as of the date of this Agreement, there are outstanding: (1) no Voting Debt Person or other voting securities 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. (2ii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issuedissued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, fully paid and nonassessable and are at the Effective Time will be, owned by Parent, and there are (A) no other shares of capital stock or other voting securities of Merger Sub, (B) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or other voting securities of Merger Sub and (C) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or other voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 199,000,000 shares of Parent Common Stock and (ii) 10,000,000 1,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At As of the close of business on June 267, 2024: 2010, (Ai) 232,502,252 146,517,252 shares of Parent Common Stock were issued and outstanding, all of which were validly issued, fully paid and 1,750,000 nonassessable and free of preemptive rights; (ii) no 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; (Bvi) there no shares of Parent Preferred Stock were outstanding options reserved and available for issuance pursuant to purchase 2,260,781 any Parent Stock Plans; and (vii) a maximum of 194,655 shares of Parent Common Stock are reserved for issuance under the Parent Stock Purchase Plan. Between June 7, 2010 and the date of this Agreement, except as set forth above in this Section 2.2(a) and except for the issuance of shares of Parent Common Stock pursuant to Parent’s 2017 Incentive the Parent Stock Plans and the Parent Stock Purchase Plan, as amended from time to timeno shares of capital stock or other voting securities of Parent were issued, and prior plans (reserved for issuance or outstanding. All of the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards issuable upon conversion of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Company Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized and are authorized, validly issued, fully paid and non-assessable nonassessable and are not subject to free of preemptive rights. The Except for awards granted under the Parent Stock Plans and the Parent Stock Purchase Plan and for the Relationship Agreement, there are no outstanding options to purchase or rights to otherwise acquire shares of Parent Common Stock. Each share of Parent Common Stock to which may be issued pursuant to this Agreementthe Parent Stock Plans and the Parent Stock Purchase Plan has been duly authorized and, if and when issuedissued pursuant to the terms thereof, will be validly issued, fully paid and nonassessable and not subject to free of preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as 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 outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no outstanding options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments puts, convertible securities or agreements other similar Contracts to which Parent or any Subsidiary of Parent its Subsidiaries is a party or by which it any of them is bound in any case obligating Parent or any Subsidiary of Parent its Subsidiaries to (A) issue, transfer, deliver, sell, purchase, redeem or otherwise acquire, or cause to be issued, transferred, delivered, sold, purchased, redeemed or otherwise acquired, any additional shares of capital stock or any Voting Debt (or other voting securities or equity equivalents) of Parent, or obligating Parent or any Subsidiary of Parent to its Subsidiaries, (B) grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreementsput, voting trusts convertible security or other agreements similar Contract or (C) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. 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 is a party or by which it is bound relating to the voting of any shares Subsidiaries. (b) Each outstanding share of capital stock (or other voting security or equity interest equivalent, as the case may be) of Parent. No each Subsidiary of Parent owns is duly authorized, validly issued, fully paid and nonassessable and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by Parent or another Subsidiary of Parent, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any shares nature whatsoever. Exhibit 21.1 to Parent’s Annual Report on Form 10-K for the year ended May 31, 2009, as filed with the Securities and Exchange Commission (the “SEC”), constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 2.2(c) of the Parent Disclosure Letter sets forth a list as of the date of this Agreement of all Subsidiaries and material Joint Ventures of Parent Common Stock and the jurisdiction in which such Subsidiary or any other shares material Joint Venture is organized. Section 2.2(c) of the Parent Capital StockDisclosure Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by Parent in each such material Joint Venture. As of the date of this Agreement, the authorized Parent has no obligation to make any capital stock of Merger Sub consists of 1,000 shares of common stockcontributions, par value $0.01 per shareor otherwise provide assets or cash, all of which shares are validly issued, fully paid and nonassessable and are owned by Parentto any material Joint Venture.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 shares of 50,000,000 Parent Common Stock Shares and (ii) 10,000,000 250,000 shares of preferred stock, no par value $0.001 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”), of which 50,000 shares have been designated as Series A Junior Participating Preferred Stock. At the close of business on June 26November 9, 2024: 2009, (Ai) 232,502,252 shares of 13,688,740 Parent Common Stock Shares were issued and outstanding, all of which were validly issued, fully paid, nonassessable and 1,750,000 shares free of preemptive rights; (ii) no Parent Shares were held in the treasury of Parent Preferred Stock were issued and outstandingor by Subsidiaries of Parent; (Biii) there 246,336 Parent Shares were reserved for issuance pursuant to outstanding options options, warrants or other rights to purchase 2,260,781 shares of or otherwise acquire Parent Common Stock Shares under Parent’s plans or other arrangements or pursuant to Parent’s 2017 Incentive Planany plans or arrangements assumed by Parent in connection with any acquisition, as amended from time to timebusiness combination or similar transaction (collectively, and prior plans (the “Parent Stock PlanPlans”); (C) there were 2,114,988 shares . Between November 9, 2009 and the date of this Agreement, except as set forth herein and except for the issuance of Parent Common Stock subject to outstanding awards of restricted stock units granted Shares pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issuedPlans, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding no shares of capital stock or other equity interests voting securities of Parent were issued, reserved for issuance or outstanding. Parent has 50,000 shares of Parent Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 19, 2008, between the Company and National City Bank (the “Parent Rights Agreement”) providing for rights to acquire shares of Parent’s Series A Junior Participating Preferred Stock (the “Parent Rights”). All of the Subsidiaries Parent Shares issuable upon conversion of Parent that are owned by ParentCompany Common Stock at the Effective Time in accordance with this Agreement will be, or a direct or indirect Subsidiary of Parentwhen so issued, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights rights, puts or Contracts (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements as hereinafter defined) to which Parent or any of its Subsidiaries is a party or by which it any of them is bound relating obligating Parent or any of its Subsidiaries to the voting of issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity interest of Parent. No Subsidiary equivalents) of Parent owns any shares of Parent Common Stock or any other shares of its Subsidiaries or obligating Parent Capital Stockor any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, Parent does not have any outstanding bonds, debentures, notes or other obligations the authorized 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 Merger Sub consists Parent or any of 1,000 shares its Subsidiaries. (b) Each outstanding share of common stockcapital stock (or other voting security or equity equivalent, par value $0.01 per shareas the case may be) of each Significant Subsidiary of Parent is duly authorized, all of which shares are validly issued, fully paid and nonassessable and are and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by Parent or another Subsidiary of Parent, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21 to Parent’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission (the “SEC”), constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 2.2(c) of the Parent Letter sets forth a list as of the date of this Agreement of all Significant Subsidiaries and material Joint Ventures (as hereinafter defined) of Parent and the jurisdiction in which such Significant Subsidiary or material Joint Venture is organized. Section 2.2(c) of the Parent Letter also sets forth as of the date of this Agreement the nature and extent of the ownership and voting interests held by Parent in each such material Joint Venture. As of the date of this Agreement, Parent has no obligation to make any capital contributions, or otherwise provide assets or cash, to any material Joint Venture.

Capital Structure. (a) As of the date of this AgreementJune 30, 1997: (i) the authorized capital stock of Parent consists consisted of (i) 300,000,000 shares of Parent Common Stock and (ii) 10,000,000 60,000,000 shares of preferred stockPreferred Stock, par value $0.001 1.50 per share share, of Parent (“"Parent Preferred Stock” andShares"), together with the (ii) 243,079,485 shares of Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26, 2024: (A) 232,502,252 and 2,317,701 shares of Parent Common Stock Preferred Shares (all of which are shares in the series designated 7% Convertible Preferred Stock) were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (Biii) there were outstanding stock options to purchase 2,260,781 acquire 4,630,068 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “"Parent Stock Plan”); (COptions") there were 2,114,988 shares outstanding under all stock option plans of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to (collectively, the "Parent Stock Plan Plans"). All the issued and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of capital stock of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to free of preemptive rights. All outstanding the shares of Parent Common Stock have been issued and granted reserved for issuance in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent exchange for shares of Company Common Stock to be issued pursuant to at the Effective Time in accordance with this AgreementAgreement will be, when so issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessablenonassessable and free of preemptive rights. Except as set forth in this Section 5.2Since June 30, and 1997 to the date hereof, no shares of Parent's capital stock have been issued, except for changes since March 31, 2024 resulting from Parent Common Stock issued pursuant to the exercise of stock options outstanding at such date (and the issuance Parent Stock Options or upon conversion of shares thereunder)of 7% Convertible Preferred Stock. Except for (i) Parent Stock Options, or stock grants or other employee awards granted from (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 close of business on March 31, 2024 Series A Junior Participating Preferred Stock Purchase Rights attached to the date of this Agreement, Parent Common Stock as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), convertible securities or other agreements or commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, delivertransfer, sell, purchaseredeem, redeem repurchase or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional otherwise acquire any shares of its capital stock or any Voting Debt or other voting securities stock. Parent has delivered to the Company a complete and correct copy of Parentthe Rights Agreement, or obligating dated as of July 29, 1989, as amended and supplemented as of the date hereof (the "Parent or any Subsidiary of Rights Agreement") relating to the Series A Junior Preferred Stock Purchase Rights issued thereunder. Neither Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or nor any of its Subsidiaries is a party or by which it is bound relating to the voting of has outstanding any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by ParentVoting Debt.

Capital Structure. (a) As of the date of this Agreementhereof, the authorized capital stock of Parent IGL consists of (i) 300,000,000 of: 250,000,000 shares of Parent IGL Common Stock and (ii) 10,000,000 12,000,000 shares of preferred stockSeries Preferred Stock, $1.00 par value $0.001 per share (“Parent the "IGL Preferred Stock” and"), together with the Parent Common of which 3,000,000 shares have been designated as "Junior Participating Preferred Stock, Series C" (the “Parent Capital "IGL Series C Preferred Stock”"). At the close of business on June 2630, 2024: (A) 232,502,252 1997, approximately 93,600,000 shares of Parent IGL Common Stock were issued and outstanding, and 1,750,000 shares all of Parent Preferred Stock which were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to are free of preemptive rights. All No shares of IGL Preferred Stock have been issued, and there has been no increase of more than 1% in the number of issued and outstanding shares of Parent IGL Common Stock have been issued between June 30 and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan)date hereof. The Parent All of the shares of IGL Common Stock to be issued pursuant to issuable in exchange for FTX Common Shares at the Effective Time in accordance with this AgreementAgreement will be, when so issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessablenonassessable and free of preemptive rights. Except as set forth If and when the Warrants are exercised for IGL Common Stock in this Section 5.2accordance with the terms of the IGL Warrants, such shares of IGL Common Stock issued upon such exercise will be duly authorized, validly issued, fully paid and non-assessable, and except for changes since March 31, 2024 resulting from the exercise holders of outstanding shares of capital stock options outstanding at such date (and the issuance of shares thereunder), or stock grants IGL are not entitled to any preemptive or other employee awards granted from the close of business on March 31, 2024 rights with respect to the date of this Agreement, as IGL Warrants or the IGL Common Stock issuable upon such exercise. As of the date of this Agreement, except as contemplated by this Agreement, except for the rights ("IGL Rights") to purchase shares of IGL Series C Preferred Stock pursuant to the Rights Agreement (the "IGL Rights Agreement") dated June 21, 1989 between IGL and the First National Bank of Chicago, as Rights Agent, as amended, and except for stock options covering not in excess of 4,637,788 shares of IGL Common Stock (collectively, the "IGL Stock Options"), there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent IGL or any Subsidiary of Parent its Subsidiaries is a party or by which it any of them is bound in any case obligating Parent IGL or any Subsidiary of Parent its Subsidiaries to issue, deliver, deliver or sell, purchase, redeem or acquire, or cause to be issued, delivered, delivered or sold, purchased, redeemed or acquired, additional shares of capital stock of IGL or any Voting Debt or other voting securities of Parent, such Subsidiary or obligating Parent IGL or any such Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment right or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares Each outstanding share of capital stock or other equity interest of Parent. No each Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this AgreementIGL is duly authorized, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and, except as disclosed in the IGL SEC Documents or the IGL Letter, each such share, and are all of the equity interests in the IMC-Agrico Entities described in the IGL SEC Documents as being owned by ParentIGL, are beneficially owned by IGL or another Subsidiary of IGL, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. As of the date of its filing, Exhibit 21.1 to IGL's Annual Report on Form 10-K for the year ended June 30, 1996, as filed with the United States Securities and Exchange Commission (the "SEC") (the "IGL Annual Report"), is a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC. Pursuant to the IGL Rights Agreement, all shares of IGL Common Stock are issued with Rights attached thereto.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of Parent consists of (iA) 300,000,000 100,000,000 shares of Parent Common Stock Stock, and (iiB) 10,000,000 1,000,000 shares of preferred stock, par value $0.001 .10 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”), none of which are designated. At As of the close of business on June 26September 25, 2024: 2007 (Ax) 232,502,252 (1) 12,040,596 shares of Parent Common Stock were issued and outstanding, (2) 1,564,549 shares of Parent Common Stock were reserved for issuance upon the exercise of Parent Options outstanding on such date, and 1,750,000 (3) 314,443 shares of Parent Common Stock were reserved for issuance upon the exercise of Parent Warrants outstanding on such date, and (y) no shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) or reserved for issuance. All outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and, except as set forth in the DGCL, non assessable and are not subject to preemptive rights. The shares of Parent Common Stock to be issued pursuant to or as specifically contemplated by this Agreement will have been duly authorized as of the Effective Time and, if and when issued in accordance with the terms hereof or thereof, will be validly issued, fully paid and non-assessable and are will not be subject to preemptive rights. The . (ii) Section 3.1(b)(ii) of the Parent Common Stock to be issued pursuant to this AgreementDisclosure Schedule sets forth a complete and accurate list as of September 25, when issued2007 of each Parent Option and Parent Warrant then outstanding, will be validly issuedthe name of the registered holder thereof, fully paid and nonassessable and not subject to preemptive rights. All outstanding the number of shares of Parent Common Stock have been subject to such Parent Option and Parent Warrant and the exercise or purchase price (if any) and the expiration date thereof. (iii) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders may vote (“Voting Debt”) of Parent are issued and granted or outstanding. (iv) Except for (A) this Agreement, (B) the outstanding Parent Options specified in compliance in all material respects with paragraph (i) applicable above, (C) the convertible securities Laws and other applicable Law warrants described in paragraphs (i) and (ii) all requirements set forth above, which represented, as of September 25, 2007, the rights to acquire up to an aggregate of 1,878,992 shares of Parent Common Stock, and (D) agreements described in applicable contracts (including Section 3.1(b)(iv) of the Parent Stock Plan). The Disclosure Schedule, (E) agreements relating to the 6,362,820 shares of Parent Common Stock to be issued pursuant to this Agreementcovered by Parent’s Registration Statement on Form SB-2, when issuedas initially filed with the SEC on May 16, will be issued in compliance in all material respects with 2007, and (AF) applicable agreements entered into and securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to instruments issued after the date of this Agreement, Agreement as of the date of this Agreementpermitted by Section 4.1, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements of any character to which Parent or any Subsidiary of Parent is a party or by which it or any such Subsidiary is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, deliver or sell, purchase, redeem or acquire, or cause to be issued, delivered, delivered or sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities stock appreciation rights or ownership interests of Parent, Parent or of any Subsidiary of Parent or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not no outstanding contractual obligations of Parent or any stockholder agreementsof its Subsidiaries (x) to repurchase, redeem or otherwise acquire any shares of capital stock, voting trusts securities or other agreements ownership interests of Parent or any of its Subsidiaries, or (y) pursuant to which Parent or any of its Subsidiaries is a party or by which it is bound relating could be required to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any register shares of Parent Common Stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”), except any other such contractual obligations entered into after the date hereof as permitted by Section 4.1 or as listed in Section 3.1(b)(iv) of the Parent Disclosure Schedule. (v) Since September 25, 2007, except as permitted by Section 4.1 and except as set forth in Section 3.1(b)(v) of the Parent Disclosure Schedule, Parent has not (A) issued or permitted to be issued any shares of Parent Capital Stock. As capital stock, stock appreciation rights or securities exercisable or exchangeable for or convertible into shares of the date of this Agreement, the authorized capital stock of Merger Sub consists Parent or any of 1,000 its Subsidiaries, other than pursuant to and as required by the terms of Parent Options granted prior to the date hereof (or awards granted after the date hereof in compliance with Sections 4.1(c) and 4.1(k)); (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Parent Subsidiaries, any shares of common stockcapital stock of Parent or any of its Subsidiaries; or (C) declared, par value $0.01 per shareset aside, all made or paid to the stockholders of which Parent dividends or other distributions on the outstanding shares are validly issued, fully paid and nonassessable and are owned by of capital stock of Parent.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 350,000,000 shares of Parent Common Stock and (ii) 10,000,000 20,000,000 shares of preferred stock, par value $0.001 0.01 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26December 28, 2024: 2018, (Ai) 232,502,252 202,345,501 shares of Parent Common Stock were issued and outstandingoutstanding (including the restricted shares of Parent Common Stock set forth in Section 4.3(a) of the Parent Disclosure Letter (the “Parent Restricted Shares”)), and 1,750,000 (ii) no shares of Parent Preferred Stock were issued and outstanding; , (Biii) there were outstanding options to purchase 2,260,781 no shares of Parent Common Stock were reserved for issuance pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, outstanding Parent Options and prior plans (the “Parent Stock Plan”); (Civ) there were 2,114,988 8,155,298 shares of Parent Common Stock subject were reserved for issuance pursuant to the terms of the Parent Equity Incentive Plans, including 3,229,000 shares of Parent Common Stock issuable pursuant to outstanding awards of restricted stock units unit awards and performance restricted stock unit awards granted pursuant to the Parent Stock Plan Equity Incentive Plans. Equity-based awards with an aggregate value of $16,606,000 were granted effective as of January 1, 2019, to be converted into a number of restricted stock unit awards under the Parent Equity Incentive Plans and a number of LTIP Units (Das defined in the Parent Operating Partnership Agreement) there were 17,560 shares based in each case on a valuation of Parent Common Stock subject to outstanding warrants. (b) the units, consistent with the Ordinary Course of Business of Parent. All issued and outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessablenon-assessable, and no class of capital stock is entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other Indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. (c) Except as set forth in this Section 5.24.3, except as permitted to be issued pursuant to Section 5.2 hereof and except for changes since March 31, 2024 resulting from outstanding LTIP Units (as defined in the exercise Parent Operating Partnership Agreement) or the redemption of stock options outstanding at such date LP Units (and as defined in the issuance of shares thereunder), or stock grants or other employee awards granted from Parent Operating Partnership Agreement) for Company Common Stock as contemplated in the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Parent Operating Partnership Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stocksecurities, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights, commitments, agreements, rights (including preemptive and appreciation rights)of first refusal, commitments arrangements or agreements undertakings of any kind to which Parent or any Parent Subsidiary of Parent is a party or by which it any of them is bound in any case bound, obligating Parent or any Parent Subsidiary of Parent to issue, deliver, sell, purchase, redeem deliver or acquiresell or create, or cause to be issued, delivered, sold, purchased, redeemed delivered or acquiredsold or created, additional shares of capital Parent Common Stock, shares of Parent Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any Voting Debt equity security of Parent or other voting securities any of Parent, the Parent Subsidiaries or obligating Parent or any Parent Subsidiary of Parent to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitment commitment, agreement, right of first refusal, arrangement or agreementundertaking. There Except for 3,214,561 outstanding “LTIP Units” (as defined in the Parent Operating Partnership Agreement), there are not any stockholder agreements, voting trusts or other agreements to which no outstanding contractual obligations of Parent or any of its Subsidiaries is a party Parent Subsidiary to repurchase, redeem or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns otherwise acquire any shares of Parent Common Stock or any other Stock, shares of Parent Capital Preferred Stock, or other equity securities of Parent or any Parent Subsidiary. Neither Parent nor any Parent Subsidiary is a party to or, to the Knowledge of Parent, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of Parent or any of the Parent Subsidiaries. Parent has not engaged in any back dating, forward dating or similar activities with respect to awards under the Parent Equity Incentive Plans and has not been subject to any investigation, whether current, pending or closed (in the case of any pending investigation, to Parent’s Knowledge) with respect to such activities. (d) As of the date hereof, Parent does not have a “poison pill” or similar stockholder rights plan. (e) All dividends or distributions on the Parent Common Stock and any material dividends or distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (f) Parent is the sole general partner of the Parent Operating Partnership. As of the date hereof, there are no equity interests of this Agreement, the authorized capital stock Parent Operating Partnership issued and outstanding other than such Parent LTIP Units and Parent OP Units listed in Section 4.3(f) of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parentthe Parent Disclosure Letter.

Capital Structure. (a) As of the date of this Agreementhereof, the The authorized capital stock of Parent consists of (i) 300,000,000 600,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 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 June 26May 29, 2024: 2014, (A) 232,502,252 294,353,748 shares of Parent Common Stock were issued and outstandingoutstanding (which includes 462,815 shares of restricted stock granted pursuant to the Parent Equity Plans), and 1,750,000 (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; , (BD) there were outstanding options to purchase 2,260,781 101,411 shares of Parent Common Stock were reserved for issuance in respect of outstanding restricted stock units granted and deferred units issued pursuant to Parent’s 2017 Incentive Planthe Parent Equity Plans, as amended from time to time, and prior plans (the “Parent Stock Plan”); (CE) there were 2,114,988 3,133,956 shares of Parent Common Stock subject were reserved for issuance upon exercise of outstanding options to outstanding awards of restricted stock units purchase Parent Common Stock granted pursuant to the Parent Stock Plan and Equity Plans, (DF) there were 17,560 10,424,979 shares of Parent Common Stock subject were reserved for issuance pursuant to outstanding warrants. future grants or issuances under the Parent Equity Plans, (bG) 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 are authorized, validly issued, fully paid and non-assessable assessable, and are not subject to preemptive rights. The all shares of Parent Common Stock to be issued pursuant to as the Stock Consideration, when so issued in accordance with the terms of this Agreement, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject non-assessable. No class or series of capital stock of Parent is entitled to preemptive rights. All Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock may vote. (b) All of the Merger Sub Interests are owned by, and have always been issued owned by, Parent. All of the Merger Sub Interests are duly authorized and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when validly issued, will be issued in compliance in all material respects with and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (Aor convertible into, or exchangeable for, securities having the right to vote) applicable securities Laws and other applicable Law and on any matter on which holders of Merger Sub Interests may vote. (Bc) all requirements set forth in applicable contracts. All of the outstanding shares of capital stock or other equity interests of each of the Parent Subsidiaries of Parent that is a corporation are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in this Section 5.25.3(c) of the Parent Disclosure Letter, Parent owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Parent Subsidiaries that is a Significant Subsidiary, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and except for changes since March 31there are no existing options, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder)warrants, or stock grants calls, subscriptions, convertible securities or other employee awards granted from the close securities, agreements, commitments or obligations of business on March 31, 2024 any character relating to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt outstanding capital stock or other voting securities of Parent; (2) no any Parent Subsidiary or which would require any Parent Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of its capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parentownership interests.

Capital Structure. (a) As of the date of this Agreement, the A) The authorized capital stock of Parent consists of (i) 300,000,000 150,000,000 shares of common stock, $.001 par value (the "Parent Common Stock Stock"), and (ii) 10,000,000 5,000,000 shares of undesignated preferred stock, par value $0.001 .001 per share share, of Parent (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”"PARENT AUTHORIZED PREFERRED STOCK"). At As of the close of business on June 26, 2024date hereof: (Ai) 232,502,252 70,753,840 shares of Parent Common Stock were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (Bii) there were outstanding options to purchase 2,260,781 1,433,639 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “were held by Parent Stock Plan”)in its treasury; (Ciii) there were 2,114,988 no shares of Parent Common Stock subject to outstanding awards were held by subsidiaries of restricted stock units granted pursuant to the Parent Stock Plan and Parent; (Div) there were 17,560 approximately 6,167,645 shares of Parent Common Stock were reserved for issuance pursuant to the stock-based plans identified in Section 4.2 of the Parent Disclosure Schedule (such plans, collectively, the "PARENT STOCK PLANS"), all of which are subject to outstanding employee stock options or other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans (collectively, "PARENT EMPLOYEE STOCK OPTIONS"); (v) 9,107,143 shares of Parent Common Stock are reserved for issuance pursuant to convertible notes and (vi) 17,237,696 shares of Parent Common Stock were reserved for issuance pursuant to outstanding warrants. (b) All outstanding shares of capital stock of Parent Common Stock have been been, and all shares thereof which may be issued pursuant to this Agreement or otherwise (including upon the conversion of the Parent Series A Preferred Stock) will be, when issued, duly authorized and validly issued and are validly issued, fully paid and non-assessable nonassessable and are not subject to preemptive rights. The rights created by statute, the Parent's articles of incorporation or any agreement to which Parent Common Stock to is a party or by which Parent may be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessablebound. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 the date of this Agreement resulting from the exercise of Parent's employee stock options outstanding at on such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreementdate, there are outstanding: outstanding (1i) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary (ii) no securities of Parent to grant, extend convertible into or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any exchangeable for shares of capital stock or other equity interest voting securities of Parent. No Subsidiary , and (iii) no options or other rights to acquire from Parent, and no obligation of Parent owns to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock of Parent. (c) Parent has a sufficient number of duly authorized but unissued shares of Parent Common Stock or any other to issue the maximum number of such shares contemplated by Article II of Parent Capital Stock. As this Agreement as the Merger Consideration. (d) Except as set forth on Section 4.3(d) of the date Parent Disclosure Schedule, no Person holds any registration rights in respect of this Agreement, the authorized Parent's capital stock or other securities which have not been satisfied in full as of Merger Sub consists the Closing. (e) Section 4.3(e) of 1,000 shares of common stock, par value $0.01 per share, the Parent Disclosure Schedule sets forth all of which shares are validly issuedParent's indebtedness for borrowed money that is, fully paid or may become, convertible into Parent's capital stock and nonassessable and are owned by Parentthat is outstanding as of the Closing.

Capital Structure. (a) As of the date of this Agreement, the authorized share capital stock of Parent consists is (pound)125,000,000 divided into 1,250,000,000 Parent Ordinary Shares. As of (i) 300,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26May 5, 2024: (A) 232,502,252 shares 2000, the issued share capital of Parent Common Stock were consisted of 778,578,881 Parent Ordinary Shares. All of the outstanding Parent Ordinary Shares are, and all of the Parent Ordinary Shares to be issued pursuant to the Merger are, or will be when issued, duly authorized and validly issued and outstandingfully paid or credited as fully paid. As of the date of this Agreement, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; has no Parent Ordinary Shares reserved for or otherwise subject to issuance, except (Bi) there were no more than 30,000,000 Parent Ordinary Shares subject to issuance pursuant to outstanding options to purchase 2,260,781 shares Parent Ordinary Shares and (ii) a number of Parent Common Stock Ordinary Shares with a value upon issuance equivalent to no more than $100 million, in the aggregate, which are issuable pursuant to Parent’s 2017 Incentive Plan"earn-out" provisions of acquisition and similar agreements previously entered by Parent and/or its Subsidiaries. As of the date of this Agreement, except as amended from time set forth above, Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to time, and prior plans vote (or which are convertible into or exercisable for securities having the “Parent Stock Plan”); (Cright to vote) there were 2,114,988 shares with the shareholders of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrantson any matter. (b) All outstanding shares Each of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity ownership interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary each of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been 's Subsidiaries that constitute a Significant Subsidiary is duly authorized, validly issued, fully paid and nonassessablenonassessable and owned by Parent or a direct or indirect wholly owned Subsidiary of Parent, in each case free and clear of any material lien, pledge, security interest, claim or other encumbrance, except as would not have a Material Adverse Effect on Parent. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder2.2.2(a), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt preemptive or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stockoutstanding rights, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptionsconversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights (including preemptive and appreciation rights), commitments or agreements to rights of any kind which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which obligate Parent or any of its Material Subsidiaries is a party to issue or by which it is bound relating to the voting of sell any shares of capital stock or other equity interest of Parent. No Subsidiary securities of Parent owns or any shares of its Material Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from Parent or any of its Material Subsidiaries, any securities of Parent Common Stock or any other shares of Parent Capital Stockits Material Subsidiaries, and no securities or obligations evidencing any rights are authorized, issued or outstanding. As Except as set forth in Section 2.2.2(a), as of the date of this Agreement, Parent does not have outstanding any bonds, debentures, notes or other obligations the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all holders of which shares have the right to vote (or which are validly issuedconvertible, fully paid and nonassessable and are owned by Parentexchangeable or exercisable for or into securities having the right to vote) with the shareholders of Parent on any matter.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 100,000,000 shares of Parent Common Stock and (ii) 10,000,000 3,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26December 7, 20242023: (A) 232,502,252 1,248,969 shares of Parent Common Stock were issued and 1,248,918 shares of Parent Common Stock were outstanding, and 1,750,000 ; (B) 0 shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 0 shares of Parent Common Preferred Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”)were outstanding; (C) there were 2,114,988 ) 1,114 shares of Parent Company Common Stock subject to outstanding awards of restricted stock units granted were reserved and available for issuance pursuant to the Parent Stock Plan and Company 2017 Equity Incentive Plan; (D) there were 17,560 44,459 shares of Parent Company Common Stock subject were reserved and available for issuance pursuant to the Company’s 2021 Omnibus Equity Incentive Plan; (E) 173,557 shares of Company Common Stock were reserved for issuance in connection with the July 2023 secured promissory note; and (F) 1,261,882 shares of Company Common Stock were reserved for issuance in connection with the exercise of the Company Warrants. Except as set forth in this Section 5.2, at the close of business on December 7, 2023, there are no other shares of outstanding warrantsParent Capital Stock issued, reserved for issuance or outstanding. (b) All outstanding shares of Parent Capital Stock have been, and all shares of Parent Common Stock have been to be issued in connection with the Merger, when so issued in accordance with the terms of this Agreement, are or will be, as applicable, (i) duly authorized and are authorized, validly issued, fully paid and non-assessable nonassessable and are not subject to preemptive rightsrights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws and other applicable Law, the Delaware General Corporation Law and the Organizational Documents of Parent. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be (A) validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares , (B) free and clear of Parent Common Stock have been any Liens and (C) issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in any applicable contracts (including of Parent or its Subsidiaries. Parent owns, of record and beneficially, directly or indirectly, all of the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock stock, membership interests, partnership interests or other equity interests interests, as applicable, of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parentincluding Merger Sub, are owned free and clear of all Encumbrances (Liens, other than Permitted Encumbrances) and have been duly authorizedLiens. As of the close of business on September 30, validly issued2023, fully paid and nonassessable. Except except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), there is or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are no outstanding: (1i) no Voting Debt or other voting securities shares of ParentParent Capital Stock; (2ii) no Voting Debt; (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital StockStock or Voting Debt; (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, Voting Debt redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other voting securities equity interests of any Subsidiary of Parent, except as set forth in Section 5.2(b) of the Parent Disclosure Letter; and or (3v) no subscriptions, options, warrants, subscriptions, calls, puts, rights of first refusal or other rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound bound, in any case case, obligating Parent or any Subsidiary of Parent to (1) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of capital stock or Parent Capital Stock, any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to (2) grant, extend or enter into any such subscription, option, warrant, subscription, call, put, right of first refusal or other similar right, commitment or agreement. There are not any stockholder no shareholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. . (c) As of the date of this Agreement, all of the authorized outstanding capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, issued and fully paid and nonassessable and are wholly-owned by Parent. (d) All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends or distributions have been declared and are not yet due and payable).As of the date of this Agreement, except as disclosed in the Parent SEC Documents, there are no declared and unpaid dividends or other distributions with respect to any shares of Parent Capital Stock or declared and unpaid material dividends with respect to any securities of any Subsidiary of Parent.

Capital Structure. (ai) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 200,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares common stock of preferred stockParent, par value $0.001 0.0001 per share (“Parent Common Stock”) and 1,000,000 shares of preferred stock of Parent, par value $0.0001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At As of the close of business on June 26, 2024date hereof: (A) 232,502,252 62,531,250 shares of Parent Common Stock were issued and outstanding, and 1,750,000 no shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options 50,025,000 warrants entitling the holder thereof to purchase 2,260,781 one-half of a share of Parent Common Stock at an exercise price of $5.75 per half share of Parent Common Stock (“Parent Warrants”) were issued and outstanding, including 22,400,000 Private Placement Warrants; (C) no shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to issuance upon exercise of outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan options; and (D) there were 17,560 shares no Voting Debt of Parent Common Stock subject to outstanding warrants. (b) was issued and outstanding. No Parent Warrants are exercisable until the Closing. All outstanding shares of Parent Common Stock and Parent Warrants have been duly authorized and are authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights. The Schedule 3.4(b) of the Parent Disclosure Schedule lists, as of the date hereof, all outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any Parent Common Stock to be issued pursuant to this Agreementor other equity interests in Parent (collectively, when issued, will be validly issued, fully paid “Parent Equity Interests”) or securities convertible into or exchangeable or exercisable for Parent Equity Interests (and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and the exercise, conversion, purchase, exchange or other applicable Law similar price thereof and (ii) all requirements set forth whether such options, warrants or other rights are vested or unvested and the vesting schedule thereof) and, in applicable contracts each case (including other than the Parent Stock PlanWarrants). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contractsthe record holder thereof. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect wholly-owned Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder3.4(b), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (12) no Parent Equity Interests, Voting Debt or other voting securities of Parent; (23) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital StockEquity Interests, Voting Debt or other voting securities of Parent or any Subsidiary of Parent; , and (34) no options, warrants, subscriptionswarrants (other than the Parent Warrants), calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent or of any Subsidiary of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares Parent Equity Interests. (ii) Parent owns all of capital stock the outstanding limited liability company interests in Blocker Merger Sub, free and clear of all Encumbrances. Blocker Merger Sub owns all of the outstanding limited liability company interests in Company Merger Sub, free and clear of all Encumbrances. Except as set forth in the immediately preceding sentence, Parent has no Subsidiaries and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity interest of Parent. No Subsidiary of Parent owns or debt) in any shares of Parent Common Stock or any other shares of Parent Capital Stock. As Person. (iii) Subject to approval of the date of this AgreementTransaction Proposals, the Stock Consideration and Founder Share Consideration, when delivered to the holders of Company Units pursuant to this Agreement and the Transfer Letter, as applicable, shall be duly authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are and validly issued, fully paid and nonassessable non-assessable, and are owned issued in compliance with all applicable state and federal securities 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 which Parent or any Subsidiary of Parent is a party or by Parentwhich it is bound.

Capital Structure. (a) As Except as set forth in Item 5.2 of the date of this AgreementParent Letter, the authorized capital stock of Parent consists of (i) 300,000,000 960,000,000 shares of common stock (the "Parent Common Stock Shares") and (ii) 10,000,000 30,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26March 23, 2024: 2001, (Ai) 232,502,252 shares of 484,040,320 Parent Common Stock Shares were issued and outstanding, and 1,750,000 shares all of Parent Preferred Stock which were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonnonassessable and free of preemptive rights and (ii) 6,311,910 Parent Shares were held by Parent in its treasury. As of the close of business on April 24, 2001, there were 25,554,954 Parent Shares reserved for issuance pursuant to outstanding options to purchase Parent Shares (the "Parent Stock Options") granted under Parent's 1996 Stock Plan, its Stock Plan for Non-assessable Officer Employees, its 1996 Stock Plan for Non-Employee Directors, and the Will▇▇▇▇ ▇▇▇ernational Stock Plan (the "Parent Stock Incentive Plans"), and, as of the close of business on February 28, 2001, there were 15,122,521 Parent Shares reserved for the grant of additional awards under Parent Stock Incentive Plans. The numbers of shares of capital stock and options described in the immediately preceding sentences have not materially changed as of the date of this Agreement, except for adjustments made in connection with the April 23, 2001 spin-off of Will▇▇▇▇ ▇▇▇munications Group, Inc. from Parent. As of the date of this Agreement, except as set forth above, no Parent Shares were issued, reserved for issuance or outstanding and there are not subject any phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of Parent ("Parent Stock Equivalents"). There are no outstanding stock appreciation rights with respect to preemptive rightsthe capital stock of Parent. The Each outstanding Parent Common Stock to Share is, and each Parent Share which may be issued pursuant to this AgreementParent Stock Plans will be, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All There are no outstanding shares bonds, debentures, notes or other indebtedness of Parent Common Stock have been issued and granted in compliance in all material respects with having the right to vote (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parentconvertible into, or a direct or indirect Subsidiary of exchangeable for, securities having the right to vote) on any matter on which Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable's stockholders may vote. Except as set forth above or in this Section 5.2, and except for changes since March 31, 2024 resulting from Item 5.3 of the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this AgreementParent Letter, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stocksecurities, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments commitments, agreements, arrangements or agreements undertakings of any kind to which Parent or any Subsidiary of Parent its Significant Subsidiaries is a party or by which it any of them is bound in any case obligating Parent or any Subsidiary of Parent its Significant Subsidiaries to issue, deliver, sell, purchase, redeem deliver or acquiresell or create, or cause to be issued, delivered, sold, purchased, redeemed delivered or acquiredsold or created, additional shares of capital stock or any Voting Debt or other voting securities or Parent Stock Equivalents of Parent, Parent or of any of its Significant Subsidiaries or obligating Parent or any Subsidiary of Parent its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitment commitment, agreement, arrangement or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stockundertaking. As of the date of this Agreement, the authorized there are no outstanding contractual obligations of Parent or any of its Significant Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Merger Sub consists Parent or any of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parentits Significant Subsidiaries.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 800,000,000 shares of Parent Common Stock and (ii) 10,000,000 100,000,000 shares of Parent’s serial preferred stock, stock par value $0.001 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 June 26November 28, 2024: 2014, (Ai) 232,502,252 436,561,032 shares of Parent Common Stock were issued and outstanding, and 1,750,000 (ii) no shares of Parent Preferred Stock were issued and outstanding; , (Biii) there were outstanding options to purchase 2,260,781 no shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Planwere held by Parent in its treasury, as amended from time to time, and prior plans (the “Parent Stock Plan”); (Civ) there were 2,114,988 1,174,506 shares of Parent Common Stock subject to outstanding awards were held by the Parent Employee Stock Ownership Plan and (v) an aggregate of restricted stock units granted 15,816,347 shares of Parent Common Stock were reserved or available for issuance pursuant to the Parent Stock Plan and Plans, of which (DA) there were 17,560 2,903,435 shares of Parent Common Stock were subject to outstanding warrantsoptions to purchase Parent Common Stock, (B) 262,818 shares of Parent Common Stock were subject to vested and unvested awards wherein the issuance of such shares of Parent Common Stock has been deferred or otherwise not yet occurred as of November 28, 2014 and (C) 2,287,824 shares of Parent Common Stock were subject to performance share awards for Parent Common Stock (assuming satisfaction of any performance vesting conditions at maximum levels). (b) All outstanding shares of Parent Common Stock have been duly authorized are, and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The all shares of Parent Common Stock to that may be issued pursuant upon the exercise of options to this Agreementpurchase Parent Common Stock will be, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Florida Business Corporations Act (the “FBCA”), the Parent Articles, the Parent Bylaws or any Contract to preemptive rightswhich Parent is a party or otherwise bound. All outstanding The shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including constituting the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this AgreementMerger Consideration will be, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been 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 FBCA, the Parent Articles, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. Except as set forth above in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), 4.03 or stock grants or other employee awards granted from the close of business on March 31, 2024 pursuant to the date of this Agreement, as of the date terms of this Agreement, there are not issued, reserved for issuance or outstanding: , and there are not any outstanding obligations of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (1x) no Voting Debt any capital stock of Parent or other voting securities of Parent; (2) no any Parent Subsidiary or any securities of Parent or any Parent Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stockcapital stock or voting securities of, Voting Debt or other voting securities of Parent; and equity interests in, Parent or any Parent Subsidiary, (3y) no options, any warrants, subscriptions, calls, options or other rights (including preemptive and appreciation rights), commitments or agreements to which acquire from Parent or any Subsidiary Parent Subsidiary, or any other obligation of Parent is a party or by which it is bound in any case obligating Parent or any Parent Subsidiary of Parent to issue, deliver, deliver or sell, purchase, redeem or acquire, or cause to be issued, delivered, delivered or sold, purchasedany capital stock or voting securities of, redeemed or acquiredother equity interests in, additional Parent or any Parent Subsidiary or (z) any rights issued by or other obligations of Parent or any Parent Subsidiary that are linked in any way to the price of any class of Parent Common Stock or any shares of capital stock or of any Voting Debt or other voting securities Parent Subsidiary, the value of Parent, any Parent Subsidiary or obligating any part of Parent or any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Parent or any Parent Subsidiary. Except pursuant to grantthe Parent Stock Plans, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There there are not any stockholder agreements, voting trusts or other agreements to which outstanding obligations of Parent or any of its the Parent Subsidiaries is a party to repurchase, redeem or by which it is bound relating to the voting of otherwise acquire any shares of capital stock or voting securities or other equity interest interests of Parent or any Parent Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. Neither Parent nor any of the Parent Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of Except for this Agreement, neither Parent nor any of the authorized capital stock Parent Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Merger Sub consists Parent or any of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parentthe Parent Subsidiaries.

Capital Structure. (a) As of the date of this Agreement, the authorized share capital stock of Parent consists of (i) 300,000,000 shares unlimited number of Parent Common Stock Shares and (ii) 10,000,000 shares unlimited number of preferred stockSenior Preferred Shares, without par value $0.001 per share (the “Senior Preferred Shares”) and unlimited number of Junior Preferred Shares, without par value, (the “Junior Preferred Shares” and together, with the Senior Preferred Shares, collectively, the “Parent Preferred StockShares” and, together with the Parent Common StockShares, the “Parent Capital StockShares”). At the close of business on June 26, 2024the Measurement Date: (A) 232,502,252 shares of 110,872,179 Parent Common Stock Shares were issued and outstanding and (B) no Parent Preferred Shares were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (. Since the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to Measurement Date until the date of this Agreement, Parent has not issued any securities (including derivative securities) except for Parent Common Shares issued upon exercise or settlement of awards under the Parent Equity Plans as were outstanding at the close of business on the date Measurement Date. (b) At the close of this business on the Measurement Date, (i) there were (a) 78,513.20 Parent Common Shares subject to outstanding Parent RSU Awards, (b) 759,874.67 Parent Common Shares subject to outstanding Parent PSU Awards, assuming target achievement, (c) 126,328.17 Parent Common Shares subject to outstanding Parent DSU Awards and (d) 3,845,645 Parent Common Shares subject to Parent Option Awards; (ii) no Parent Common Shares remain available for issuance pursuant to Parent’s Amended and Restated Long Term Incentive Plan; (iii) 97,943.88 Parent Common Shares remain available for issuance pursuant to the Parent ESPP; and (iv) 9,935,637 Parent Common Shares remain available for issuance pursuant to the Parent Equity Plans. (c) Except as set forth in Section 5.2(a) and Section 5.2(b), pursuant to the Parent Shareholder Rights Agreement, rights of holders of Parent equity awards to receive dividend equivalents, and for changes since the close of business on the Measurement Date permitted under Section 6.2(b)(i) (including the introductory paragraph thereto), there are outstanding: (1i) no Parent Capital Shares or any Voting Debt or other voting securities of or ownership interests in Parent; (2ii) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital StockShares, Voting Debt or other voting securities of or ownership interest in Parent; and (3iii) no restricted shares, options, warrants, subscriptions, calls, rights (including preemptive preemptive, anti-dilution and appreciation rights), phantom stock, commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock Parent Capital Shares or any Voting Debt or other voting securities of or ownership interests in Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such restricted share, option, warrant, subscription, call, right, phantom stock, commitment or agreement. There . (d) All outstanding Parent Capital Shares have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Shares to be issued as Share Consideration pursuant to this Agreement, when issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and not subject to preemptive rights or Encumbrances (other than any Encumbrances under applicable securities Laws). All outstanding Parent Capital Shares have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable Contracts (including the Parent Equity Plans and the Parent ESPP). The Parent Common Shares to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable Contracts to which Parent is a party. As of the date hereof, there are no stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it any of them is bound relating to the voting of any shares of capital stock or other equity interest of Parent or any of its Subsidiaries. As of the date hereof, neither Parent nor any of its Subsidiaries are party to any Contract requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to, any Parent Capital Shares or any common shares or other equity interests in any of the Subsidiaries of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock Shares or any other shares of Parent Capital Stock. Shares. (e) As of the date of this Agreement, neither Parent nor any of its Subsidiaries has (i) any interests in a joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (ii) any obligations, whether contingent or otherwise, to consummate any additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(e) of the authorized Parent Disclosure Letter. All outstanding shares of capital stock or other equity interests of Merger Sub consists the Subsidiaries of 1,000 shares Parent are owned by Parent, or a direct or indirect wholly owned Subsidiary of common stockParent, par value $0.01 per shareare free and clear of all Encumbrances, all of which shares are other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable nonassessable. (f) As of the date of this Agreement, (i) US Holdings owns all of the outstanding equity interests in each of Merger Sub 1 and Merger Sub 2 and (ii) Parent directly owns 83.6% of the outstanding equity interests in US Holdings and R▇▇▇▇▇▇ Bros. Auctioneers (Canada) Ltd., an indirect wholly-owned subsidiary of Parent, owns 16.4% of the outstanding equity interests in US Holdings, all of which are owned by Parentvoting interests. There are no other outstanding ownership interests (including options, warrants, convertible securities or any other rights to acquire ownership interests) in US Holdings.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 100,000,000 shares of common stock, $0.001 par value (the "Parent Common Stock Stock"), and (ii) 10,000,000 20,000,000 shares of preferred stock, par value $0.001 per share 0.001per share, of Parent (“"Parent Authorized Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”"). At As of the close of business on June 26, 2024date hereof: (Ai) 232,502,252 11,729,952 shares of Parent Common Stock were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (Bii) there were outstanding options to purchase 2,260,781 no (0) shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “were held by Parent Stock Plan”)in its treasury; (Ciii) there were 2,114,988 no (0) shares of Parent Common Stock subject to outstanding awards were held by subsidiaries of restricted stock units granted pursuant to the Parent Stock Plan and Parent; (Div) there were 17,560 approximately no (0) shares of Parent Common Stock were reserved for issuance pursuant to the stock-based plans identified in the Parent Disclosure Schedule (such plans, collectively, the "Parent Stock Plans"), of which approximately no (0) shares are subject to outstanding warrants. employee stock options or other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans (bcollectively, "Parent Employee Stock Options"); (v) All outstanding up to 6,378,505 shares of Parent Common Stock have been duly authorized are reserved for issuance pursuant to convertible securities; and are validly issued, fully paid and non-assessable and are not subject (vi) up to preemptive rights. The 9,000,000 shares of Parent Common Stock may be issued pursuant to agreements of the Parent to issue warrants to various parties. Except as set forth in this Section, there are no outstanding (i) shares of capital stock or other securities (voting or otherwise) of the Parent, (ii) securities of the Parent convertible into or exchangeable for shares of capital stock or securities (voting or otherwise) of the Parent, or (iii) options, warrants or other rights to acquire from the Parent, directly or indirectly, or obligations of the Parent to issue, any capital stock or securities (voting or otherwise), or any other securities convertible into or exchangeable for capital stock or securities of the Parent. All shares of capital stock of Parent outstanding as of the date hereof have been, and all shares thereof which may be issued pursuant to this AgreementAgreement or otherwise will be, when issued, duly authorized and validly issued and are fully paid and nonassessable. All shares of capital stock of Parent outstanding as of the date hereof have been, and all shares which shall be issued as part of the Merger Consideration will be validly be, when issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares rights created by statute, the Parent’s Articles of Parent Common Stock have been issued and granted in compliance in all material respects with Incorporation as amended by the Articles of Amendment (ithe “Parent’s Articles of Incorporation”) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements agreement to which Parent or any Subsidiary of the Parent is a party or by which it is bound in any case obligating the Parent or any Subsidiary may be bound. (b) Parent has a sufficient number of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any duly authorized but unissued shares of Parent Common Stock or any other to issue the maximum number of such shares of Parent Capital Stock. As of the date contemplated by Article II of this Agreement, Agreement as the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by ParentConsideration.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 225,000,000 shares of Parent Common Stock and (ii) 10,000,000 25,000,000 shares of preferred stock, par value $0.001 0.01 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26, 2024the Measurement Date: (A) 232,502,252 31,496,842 shares of Parent Common Stock were issued and outstanding, outstanding and 1,750,000 no shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 the shares of Parent Common Stock issued and outstanding include 484,088 shares of Parent Common Stock underlying the Parent RSUs, 185,588 shares of Parent Common Stock underlying the Parent PSUs at target performance levels and 68,816 shares of Parent Common Stock underlying options granted pursuant to the Parent’s 2017 Long-Term Incentive Plan, as amended from time to time, and prior plans time (the “Parent Stock Equity Plan”); (C) there were 2,114,988 852,234 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted were reserved for issuance pursuant to the Parent Stock Plan Equity Plan; and (D) there were 17,560 42,000 shares of Parent Common Series A Junior Participating Preferred Stock subject to outstanding warrantswere reserved for issuance upon exercise of Parent Rights. (b) All outstanding shares of Parent Common Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Capital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts Contracts (including the Parent Stock Equity Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contractsContracts. As of the close of business on the Measurement Date, except as set forth in this Section 5.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any capital stock of Parent or securities convertible into or exchangeable or exercisable for capital stock of Parent (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect wholly owned Subsidiary of Parent, are owned free and clear of all Encumbrances (Encumbrances, other than Permitted Encumbrances) , and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 the Measurement Date resulting from the exercise of stock options outstanding at such date (and the issuance of shares of Parent Common Stock thereunder, which were reserved for issuance as set forth in Section 5.2(a)), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreementin accordance with Section 6.2(b)(ii), there are outstanding: (1) no shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; , and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock Parent Capital Stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of ParentParent or any of its Subsidiaries. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has any (x) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person or (y) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(b) of the Parent Disclosure Letter. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent. (c) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Parent are owned by Parent, directly or indirectly, all such shares or equity ownership interests are set forth in Schedule 5.2(c) of the Parent Disclosure Letter, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 300,000,000 shares The authorized equity interests of Parent Common Stock and (ii) 10,000,000 shares consist of preferred stock, par value $0.001 per share common units representing limited partner interests in Parent (“Parent Preferred Stock” andCommon Units”), together with the Class D Units representing limited partner interests in Parent Common Stock, the (“Parent Capital StockClass D Units”) and a general partner interest in Parent (“Parent General Partner Interest”). At the close of business on June 26September 25, 2024: 2015 (Athe “Parent Capitalization Date”), (i) 232,502,252 shares of 1,044,764,836 Parent Common Stock Units were issued and outstanding, and 1,750,000 shares of which 5,776,462 consisted of Parent Preferred Stock Restricted Units, (ii) 2,156,000 Parent Class D Units were issued and outstanding; outstanding and (Biii) there was an approximate 0.2576% Parent General Partner Interest. Except as set forth above, at the close of business on the Parent Capitalization Date, no equity securities or other voting securities of Parent were issued or outstanding. Since the Parent Capitalization Date to the date of this Agreement, (x) there have been no issuances by Parent of equity securities or other voting securities of Parent, other than the conversion of Parent Class D Units outstanding options as of the Parent Capitalization Date and (y) there have been no issuances by Parent of options, warrants, other rights to purchase 2,260,781 shares acquire equity securities of Parent or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to timeUnits. All outstanding Parent Common Units are, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of all such Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant Units that may be issued prior to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to Effective Time will be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid (to the extent required by the Parent Partnership Agreement) and nonassessablenonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and not subject to preemptive rights. (ii) The authorized equity interests of ETP consist of common units representing limited partner interests in ETP (“ETP Common Units”), Class E Units representing limited partner interests in ETP (“ETP Class E Units”), Class G Units representing limited partner interests in ETP (“ETP Class G Units”), Class H Units representing limited partner interests in ETP (“ETP Class H Units”), Class I Units representing limited partner interests in ETP (the “ETP Class I Units”), the Incentive Distribution Rights (as defined in the ETP Partnership Agreement, the “ETP IDRs”) and a general partner interest in ETP (“ETP General Partner Interest”). As of the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of ETP consisted of (1) 8,853,832 ETP Class E Units, (2) 90,706,000 ETP Class G Units, (3) 81,001,069 ETP Class H Units, (4) the ETP Class I Units, (5) 495,421,664 ETP Common Units, (6) the ETP IDRs and (7) an approximate 1% ETP General Partner Interest. As of the Parent Capitalization Date, 3,838,321 ETP Common Units were issuable pursuant to employee and director equity plans of ETP. The authorized equity interests of SXL consist of common units representing limited partner interests in SXL (“SXL Common Units”), the Incentive Distribution Rights (as defined in the SXL Partnership Agreement, the “SXL IDRs”) and a general partner interest in SXL (“SXL General Partner Interest”). As of the Parent Capitalization Date, the issued and outstanding limited partner interests and general partner interests of SXL consisted of (x) 259,220,261 SXL Common Units, (y) the SXL IDRs and (z) an approximate 1.67% SXL General Partner Interest. As of the Parent Capitalization Date, 668,821 SXL Common Units were issuable pursuant to employee and director equity plans of SXL. All outstanding equity securities of ETP and SXL are, and all such securities that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid (to the extent required by the ETP Partnership Agreement or SXL Partnership Agreement, as applicable) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and not subject to preemptive rights. (iii) No Subsidiary of Parent owns any equity securities of Parent. There are no bonds, debentures, notes or other indebtedness of Parent that give the holders thereof the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Units may vote (“Voting Parent Debt”). There are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interests of Parent or any of its Subsidiaries. Except for any obligations pursuant to this Agreement or as otherwise set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreementabove, as of the date of this AgreementParent Capitalization Date, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation preemptive, conversion, stock appreciation, redemption or repurchase rights), commitments convertible or agreements to which Parent exchangeable securities, stock-based performance units, Contracts or undertakings of any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements kind to which Parent or any of its Subsidiaries is a party or by which it any of them is bound relating (1) obligating Parent or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity securities or other securities of, or equity interests in, or any security convertible or exchangeable for any equity securities or other security of, or equity interest in, Parent or of any of its Subsidiaries or any Voting Parent Debt, (2) obligating Parent or any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking, (3) that give any person the right to subscribe for or acquire any securities of Parent or any of its Subsidiaries (including preemptive and anti-dilution rights), or to receive any economic interest of a nature accruing to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares holders of Parent Common Stock Units or otherwise based on the performance or value of equity securities of Parent or any other shares of its Subsidiaries, or (4) obligating Parent Capital Stockor any of its Subsidiaries to provide a material amount of funds to, or make any material investments in (in the form of a loan, capital contribution or otherwise), any person. As of the date of this Agreement, there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities, other than pursuant to the authorized capital stock Parent Equity Plan, or options, warrants or other rights to acquire equity securities of Parent or any such Subsidiary other than as described above. (iv) The TopCo Common Shares to be issued pursuant to the Merger Sub consists of 1,000 shares of common stockin accordance with Article II (A) will be duly authorized, par value $0.01 per share, all of which shares are validly issued, fully paid (to the extent required by the limited partnership agreement of TopCo) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and are owned 17-804 of the DRULPA), (B) will not be subject to preemptive rights created by Parentstatute, the organizational documents of TopCo or any Contract to which TopCo or Parent is a party or is bound, (C) will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under applicable “blue sky” Laws and (D) will be approved for listing on the New York Stock Exchange, subject to official notice of issuance, prior to the Effective Time.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 370,100,000 shares of Parent Common Stock and (ii) 10,000,000 69,900,000 shares of preferred stock, par value $0.001 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 June 26September 6, 2024: 2012, (Ai) 232,502,252 133,452,878 shares of Parent Common Stock were issued and outstanding, and 1,750,000 (ii) 25,150,000 shares of Parent Preferred Stock were issued and outstanding; , and (Biii) there were outstanding options to purchase 2,260,781 3,051,183 shares of Parent Common Stock pursuant to were reserved for issuance under Parent’s 2017 2003 Incentive PlanAward Plan and Parent’s 2012 Incentive Award Plan (together, as amended from time to time, and prior plans (the “Parent Stock PlanPlans”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan . All issued and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of the capital stock of Parent Common Stock have been are duly authorized and are authorized, validly issued, fully paid and non-assessable assessable, and are not subject to preemptive rights. The all shares of Parent Common Stock to be issued pursuant to as the Merger Consideration, when so issued in accordance with the terms of this Agreement, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject non-assessable. No class of capital stock is entitled to preemptive rights. All Except as disclosed in Section 5.3(a) of the Parent Disclosure Letter, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Parent Common Stock have been issued may vote. (b) All of the Merger Sub Interests are owned by Parent. All of the Merger Sub Interests are duly authorized and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when validly issued, will be issued in compliance in all material respects with and are not entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having the right to vote (Aor convertible into, or exchangeable for, securities having the right to vote) applicable securities Laws and other applicable Law and on any matter on which holders of Merger Sub Interests may vote. (Bc) all requirements set forth in applicable contracts. All of the outstanding shares of capital stock or other equity interests of each of the Parent Subsidiaries of Parent that is a corporation are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Parent Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. (d) Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), 5.3 or stock grants or other employee awards granted from the close of business on March 31, 2024 with respect to the date of this AgreementParent Stock Plans, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stocksecurities, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights, commitments, agreements, rights (including preemptive and appreciation rights)of first refusal, commitments arrangements or agreements undertakings of any kind to which Parent Parent, Merger Sub or any other Parent Subsidiary of Parent is a party or by which it any of them is bound in any case bound, obligating Parent Parent, Merger Sub or any other Parent Subsidiary of Parent to issue, deliver, sell, purchase, redeem deliver or acquiresell or create, or cause to be issued, delivered, sold, purchased, redeemed delivered or acquiredsold or created, additional shares of capital Parent Stock or Merger Sub Interests or other equity securities, rights, options, stock or any Voting Debt unit appreciation rights, phantom stock or units, dividend equivalents or similar rights or other voting securities contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent, Merger Sub or any of the other Parent Subsidiaries or obligating Parent Parent, Merger Sub or any other Parent Subsidiary of Parent to issue, grant, extend or enter into any such security, option, warrant, subscription, call, right, commitment commitment, agreement, right of first refusal, arrangement or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stockundertaking. As of the date of this Agreement, there are no outstanding contractual obligations of Parent, Merger Sub or any other Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Stock, or other equity securities or interests of Parent, Merger Sub or any other Parent Subsidiary (other than in satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the authorized Parent Stock Plans). Neither Parent, Merger Sub nor any other Parent Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Merger Sub Interests or capital stock of Merger Sub consists Parent, or equity interests in any of 1,000 the other Parent Subsidiaries. (e) All dividends or other distributions on the shares of common stock, par value $0.01 per share, all Parent Stock and any material dividends or other distributions on any securities of any Parent Subsidiary which shares are validly issued, fully have been authorized or declared prior to the date hereof have been paid and nonassessable in full (except to the extent such dividends have been publicly announced and are owned by Parentnot yet due and payable).

Capital Structure. (a) As of the date of this Agreementhereof, the authorized capital stock of the Parent consists of (i) 300,000,000 100,000,000 shares of Parent Common Stock, (ii) 100,000,000 shares of Class B common stock, $0.001 par value (the “Parent Class B Common Stock”) and (iii) 100,000,000 shares of preferred stock, $0.001 par value (the “Parent Preferred Stock”). As of the date hereof, (A) (w) 2,500,000 shares of Parent Common Stock are issued and outstanding, (iix) 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26, 2024: (A) 232,502,252 24,000,000 shares of Parent Class B Common Stock were are issued and outstanding, (y) no shares of Parent Preferred Stock are issued and outstanding, and 1,750,000 (z) no other shares of Parent Preferred Stock were capital stock are issued and outstanding; , and (B) there were outstanding options to purchase 2,260,781 no shares of capital stock are held in treasury or owned by a Subsidiary of Parent. All of the Parent Class B Common Stock pursuant to Parent’s 2017 Incentive Planis held by RCAP Holdings, as amended from time to timeLLC, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) All outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rightsa Delaware limited liability company. All outstanding shares of Parent Common Stock and Parent Class B Common Stock were duly authorized and validly issued and are fully paid and non-assessable. All securities issued by Parent have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with applicable Law. As of the date hereof, 250,000 shares of Parent Common Stock are reserved for issuance under equity plans adopted by Parent (excluding any such shares issuable upon exchange of operating subsidiary units held by RCAP Holdings, LLC (and cancellation of its corresponding shares of Parent Class B Common Stock)). (b) Except as set forth in the Parent SEC Documents and except for any obligations pursuant to this Agreement, the CVR Agreement or as set forth in subsection (a) above, (i) Parent does not have any shares of its capital stock issued, outstanding or reserved for issuance and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar rights, agreements, Contracts, undertakings or commitments of any kind relating to capital stock or other equity or voting interests of Parent to which Parent is a party or otherwise obligating Parent to (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding issue, transfer or sell any shares of capital stock or other equity or voting interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent securities convertible into or exchangeable for such shares or exercisable for shares of Parent Capital Stockequity or voting interests, Voting Debt or other voting securities of Parent; and (3B) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such subscription, option, warrant, subscription, call, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar right, commitment agreement, Contract, undertaking or agreement. There arrangement or (C) redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity or voting interests. (c) Parent has no Indebtedness or other obligations convertible or exchangeable into equity interests or otherwise giving the holders thereof the right to vote (or which are not convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of Parent on any stockholder matter. (d) Except as set forth in Section 5.3(d) of the Parent Disclosure Letter or the Parent SEC Documents, there are no shareholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party or by which it is bound relating or, to Parent’s knowledge, among any security holders of Parent with respect to securities of Parent, with respect to the voting or registration of the capital stock or other voting or equity interest of Parent or any preemptive rights with respect thereto, and there are no outstanding obligations of Parent to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interest or voting interests of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (a) The authorized capital stock of Parent consists of: (i) 2,000,000,000 shares of Common Stock, $0.001 par value, of which 566,512,760 shares have been issued and are outstanding as of March 2, 2001; and (ii) 125,000,000 shares of Preferred Stock, $0.001 par value per share, of which no shares have been issued or are outstanding as of the date of this Agreement. All of the outstanding shares of Parent's Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (b) As of the date of this Agreement, the authorized capital stock of Parent consists of : (i) 300,000,000 18,987,717 shares of Parent Common Stock are subject to issuance pursuant to outstanding options to purchase Common Stock under Parent's 1999 Stock Plan and Amended and Restated 1999 Director Option Plan; and (ii) 10,000,000 14,863,914 shares of preferred stock, par value $0.001 per share Common Stock are reserved for future issuance under Parent's 1999 Employee Stock Purchase Plan (“the "Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”Purchase Plan"). At the close of business on June 26, 2024: (A) 232,502,252 shares of Stock options granted by Parent Common Stock were issued and outstanding, and 1,750,000 shares of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, 's stock option plans and stock options assumed by Parent pursuant to various corporate transactions collectively are referred to in this Agreement as amended from time "Parent Options"). Parent has made available to time, the Company accurate and prior complete copies of all stock option plans (pursuant to which Parent has granted stock options that are currently outstanding and the “Parent Stock Plan”); (C) there were 2,114,988 form of all stock option agreements evidencing such options. All shares of Parent Common Stock subject to outstanding awards of restricted stock units granted issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to the Parent Stock Plan which they are issuable, would be duly authorized, validly issued, fully paid and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrantsnonassessable. (bc) All outstanding shares of Parent Common Stock have been duly authorized Stock, and are validly issuedall outstanding Parent Options, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares of Parent Common Stock have been issued and granted in compliance in all material respects with (i) all applicable securities Laws laws and other applicable Law Legal Requirements and (ii) all requirements set forth in applicable contracts Contracts. (including the d) Except for Parent Stock Plan). The Options, warrants disclosed in Parent SEC Reports that have not been subsequently cancelled and shares of Parent Common Stock to be issued pursuant to this Agreementreserved for issuance under Parent's 1999 Stock Plan, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws Amended and other applicable Law Restated 1999 Director Option Plan and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this AgreementPurchase Plan, there are outstanding: (1) no Voting Debt options, warrants or other voting securities rights, agreements, arrangements or commitments of Parent; (2) no securities any character relating to the issued or unissued capital stock of Parent or any Subsidiary of Parent convertible into conditionally or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case absolutely obligating Parent to issue or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of sell any shares of capital stock of, or other equity interest of Parentinterests in, Parent or its subsidiaries. No Subsidiary There are no outstanding obligations of Parent owns to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Parent.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 3,000,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (“"Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”"). At the close of business on June 2624, 2024: 2005, (Ai) 232,502,252 1,255,097,891 shares of Parent Common Stock 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 1,750,000 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 or outstanding; (B) there were outstanding options to purchase 2,260,781 . Except as set forth above in this Section 4.02(a), at the close of business on June 24, 2005, no shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares capital stock or other voting securities of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent Common Stock have been duly authorized are, and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The all shares which may be issued (including shares of Parent Common Stock to be issued pursuant to in accordance with this Agreement) will be, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. All outstanding shares Except as set forth above in this Section 4.02(a), there are no bonds, debentures, notes or other indebtedness of Parent Common Stock have been issued and granted in compliance in all material respects with having the right to vote (ior convertible into, or exchangeable for, securities having the right to vote) applicable securities Laws and other applicable Law and on any matters on which stockholders of Parent may vote. (iib) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other authorized equity interests of Merger Sub consist of 100 membership interests ("Merger Sub Interests"). All of the Subsidiaries of Parent that issued and outstanding Merger Sub Interests are owned by Parent, . Merger Sub does not have issued or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), convertible securities or other agreements or commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent Merger Sub to issue, deliver, sell, purchase, redeem transfer or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or sell any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stockInterests to any person, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by other than Parent.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 140,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 0.01 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”). At the close of business on June 26July 15, 2024: 2005, (Ai) 232,502,252 71,901,863 shares of Parent Common Stock were issued and outstanding, (ii) 1,219,807 shares of Parent Common Stock were reserved for issuance (including shares underlying outstanding stock options and 1,750,000 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 or outstanding; (B) there were outstanding options to purchase 2,260,781 . Except as set forth above in this Section 4.02(a), at the close of business on July 15, 2005, no shares of Parent Common Stock pursuant to Parent’s 2017 Incentive Plan, as amended from time to time, and prior plans (the “Parent Stock Plan”); (C) there were 2,114,988 shares capital stock or other voting securities of Parent Common Stock subject to outstanding awards of restricted stock units granted pursuant to the Parent Stock Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent Common Stock have been duly authorized are, and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The all shares which may be issued (including shares of Parent Common Stock to be issued pursuant to in accordance with this Agreement) will be, when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except for the Senior Subordinated Convertible Notes due 2024, 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. (b) The authorized equity interests of Merger Sub consist of 100 shares of common stock, par value $.01 (“Merger Sub Stock”). All of the issued and outstanding shares of Parent Common Merger Sub Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Parent Stock Plan). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, . Merger Sub does not have issued or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreement, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), convertible securities or other agreements or commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent Merger Sub to issue, deliver, sell, purchase, redeem transfer or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or sell any Voting Debt or other voting securities of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stock. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of common stockStock to any person, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by other than Parent.

Capital Structure. (a) As of the date of this Agreement, the The authorized capital stock of Parent consists of (i) 300,000,000 1,250,000,000 shares of Parent Common Stock and (ii) 10,000,000 25,000,000 shares of preferred stock, without par value $0.001 per share (“Parent Preferred Stock” and, together with the Parent Common Stock, the “"Parent Capital Stock”"). At the close of business on June 26November 18, 2024: 1998, (Ai) 232,502,252 254,359,353 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 outstandingheld by Parent in its treasury, and 1,750,000 shares (iii) as of Parent Preferred Stock were issued and outstanding; (B) there were outstanding options to purchase 2,260,781 October 30, 1998, 7,431,499 shares of Parent Common Stock were reserved for issuance pursuant to Parent’s 2017 Incentive Planoutstanding options to purchase Parent Common Stock granted under Parent Stock Plans (as defined in Section 6.04), (iv) 1,600,000 shares of Series A Junior Participating Preferred Stock of Parent were reserved for issuance in connection with the rights (the "Parent Rights") issued pursuant to the Rights Agreement dated as of February 14, 1990 (as amended from time to time, the "Parent Rights Agreement"), between Parent and prior plans ChaseMellon Shareholder Services, L.L.C., as Rights Agent and (the “Parent Stock Plan”); (Cv) there were 2,114,988 72,904 shares of Parent Common Stock subject to outstanding awards remain reserved for issuance in connection with Parent's previous acquisitions of restricted ▇▇▇'▇ Incorporated and of Eckerd Corporation. Except as set forth above, at the close of business on November 18, 1998, no shares of capital stock units granted pursuant to 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 Plan and (D) there were 17,560 shares of Parent Common Stock subject to outstanding warrants. (b) Option. All outstanding shares of Parent Common Capital Stock have been duly authorized are, and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. The Parent Common Stock to all such shares that may be issued prior to the Effective Time or pursuant to this Agreement, Agreement will be when issued, will be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive rightsright, 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. All outstanding shares 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 have been issued and granted in compliance in all material respects with may vote (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the "Voting Parent Stock PlanDebt"). The Parent Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable contracts. All outstanding shares of capital stock or other equity interests of the Subsidiaries of Parent that are owned by Parent, or a direct or indirect Subsidiary of Parent, are owned free and clear of all Encumbrances (other than Permitted Encumbrances) and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 5.2, and except for changes since March 31, 2024 resulting from the exercise of stock options outstanding at such date (and the issuance of shares thereunder), or stock grants or other employee awards granted from the close of business on March 31, 2024 to the date of this Agreementabove, as of the date of this Agreement, there are outstanding: (1) no Voting Debt or other voting securities of Parent; (2) no securities of Parent or not any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock, Voting Debt or other voting securities of Parent; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments convertible or agreements 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 of Parent is a party or by which it any of them is bound in any case (i) obligating Parent or any Parent Subsidiary of Parent to issue, deliver, deliver or sell, purchase, redeem or acquire, acquire or cause to be issued, delivered, delivered or sold, or purchased, redeemed or acquired, 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, Parent or (ii) obligating Parent or any Parent Subsidiary of Parent to issue, grant, extend or enter into any such option, warrant, subscription, call, right, commitment security, commitment, Contract, arrangement or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Parent or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of Parent. No Subsidiary of Parent owns any shares of Parent Common Stock or any other shares of Parent Capital Stockundertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of Parent or any Parent Subsidiary to repur chase, redeem or otherwise acquire any shares of capital stock of Parent. Parent has made available to the Company a complete and correct copy of the Parent Rights Agreement as amended to the date of this Agreement. (b) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 1.00 per share, all of which shares are have been validly issued, are fully paid and nonassessable and are owned by ParentParent free and clear of any Lien.