Common use of Capital Structure Clause in Contracts

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 shares of preferred stock, with no par value per share (“Company Preferred Shares”). As of the close of business on November 26, 2019, (A) 316,448,045 Company Shares were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (i) The In the case of the Company, the authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 20,000,000 shares of preferred stockCompany Common Stock, with no par value per share (“Company Preferred Shares”). As of which 14,011,754 shares were outstanding as of the close of business on November 26December 15, 20192016, and 1,656,381 shares of preferred stock, par value $0.01 per share, of which no shares were outstanding or held by the Company in its treasury as of the date of this Agreement (collectively, the “Company Capital Stock”). All outstanding shares of Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. At the close of business on December 15, 2016, (A) 316,448,045 no shares of Company Shares Common Stock were issued and outstanding (not including held by the Company Shares held in its treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 956,006 shares of Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares Common Stock were issuable upon the exercise exercise, settlement or vesting of outstanding Company Options, (EC) 847,274.137 84,216 shares of Company Shares Common Stock were subject to issuable upon the settlement or vesting of outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs RSUs (assuming achievement of the applicable performance measures goals at the maximum leveltarget value), (GD) 13,434,460 10,974 shares of Company Common Stock were issuable upon the settlement of outstanding Company DSUs, and (E) 279,903 Company Restricted Shares were reserved for issuance under outstanding. Except as set forth above, at the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as close of May 26business on December 15, 2016) and (H) , no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance issued or outstanding. As of Since December 15, 2016 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), (1) there are have been no other issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of shares pursuant to the exercise, settlement or vesting of Company issuedOptions, reserved for issuance or outstanding. All Company RSUs, Company DSUs, in each case, outstanding Company Shares areas of December 15, 2016, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of there have been no issuances by the Company or of any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rightsEquity Awards, options, warrants, conversion rights, other rights to acquire shares of capital stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or other rights that give the holder thereof any Subsidiary economic interest of a nature accruing to the holders of Company Common Stock. Section 4.2(b)(i) of the Company Disclosure Letter sets forth a true and correct summary of all outstanding Company Equity Awards as of December 15, 2016, and specifies, with respect to each such Company Equity Award: (A) the name of the award holder, (B) the type of Company Equity Award (Company Option, Company RSU, Company DSU or Company Restricted Share), (C) the number of shares of Company Common Stock subject to such Company Equity Award, (D) the date of grant, and (E) the exercise price per share of Company Common Stock (for Company Options only). Each Company Option (I) was granted in compliance with all applicable Laws and all of the terms and conditions of the Stock Plan of the Company pursuant to which it was issued, (II) has an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Common Stock on the date of such grant, and (III) has a grant date identical to or later than the date on which the Company’s board of directors or the compensation committee of the board of directors of the Company, as applicable, actually awarded such Company Option. All shares of Company Common Stock issuable in respect of grants of Company Options, Company RSUs, Company DSUs and Company Restricted Shares were properly registered under the Securities Act or qualified on the grant date for exemption from registration under the Securities Act and other applicable laws (y) obligate including state “blue sky” laws). The shares of Company Common Stock available for issuance under the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary Stock Plans of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect been properly registered pursuant to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanySecurities Act on a Form S-8.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 450,000,000 2,000,000,000 shares of Company Shares Common Stock and 25,000,000 100,000,000 shares of preferred stock, with no par value $0.01 per share (the “Company Preferred Stock”). At the close of business on April 9, 2021 (such date and time, the “Measurement Date”), (i) 350,949,890 shares of Company Common Stock were issued and outstanding (none of which were Company Restricted Shares”), (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) no shares of Company Common Stock were held by the Company in its treasury, (iv) 59,066,102 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, of which (A) 18,983,205 shares of Company Common Stock were subject to outstanding Company Stock Options, (B) 1,119,532 shares of Company Common Stock were subject to outstanding Company RSUs and (C) 911,615 shares and 1,823,230 shares of Company Common Stock were subject to outstanding Company PSUs (assuming achievement of any applicable performance criteria at the target and maximum levels, respectively). As of the close of business on November 26Measurement Date, 2019, no (A) 316,448,045 Company Shares were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other shares of capital stock or other voting securities of, (B) other equity or voting interests in, (C) securities convertible into or exchangeable for capital stock, voting securities or other equity interests in, (D) stock appreciation rights, performance shares, “phantom” stock rights, or other rights that give the holder thereof any economic or voting interest of a nature that would accrue to the holders of capital stock in, or (E) options, warrants, subscriptions or other rights to acquire or receive capital stock, voting securities or other equity interests or rights referred to in clause (A), (B), (C) and (D) (clauses (A), (B), (C), (D), or (E) collectively, “Equity Interests”) of the Company were issued, reserved for issuance or outstandingoutstanding except as set forth in this Section 3.02(a). As of From and after the Measurement Date through the date of this Agreement, except the Company has not issued any Equity Interests, other than pursuant to the Company Stock Options, Company RSUs and Company PSUs granted pursuant to the Company Stock Plans, in each case that were outstanding as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares areMeasurement Date, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the their respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companyeffect at such time.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 500,000,000 Company Shares and 25,000,000 50,000,000 shares of preferred stock, with no par value $0.01 per share (“Company Preferred Shares”). As of the close of business on November 26June 21, 20192018 (the “Capitalization Date”), (A) 316,448,045 119,184,208 Company Shares were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 none were Company Restricted Shares (having the same voting rights as and 122,094 were performance shares that are Company Shares)PSAs, (B) 1,367,143 1,000,000 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 2,040,876 Company Shares were issuable upon the exercise of outstanding Company Options, which had a weighted average exercise price of $41.87, (E) 847,274.137 457,284 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 675,266 Company Shares were subject to outstanding Company PSAs PSUs, (assuming achievement of the applicable performance measures at the maximum level), but excluding the Company PSU Portion of the Unvested Company PSAs) and 122,094 Company Shares were subject to the Company PSU Portion of the Unvested Company PSAs, (G) 13,434,460 4,276,815 Company Shares were reserved and available for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Company Stock Incentive Plan (as amended and restated as of May 26Plans, 2016) and (H) (1) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), outstanding and (2) there are no other shares of capital stock or other voting securities of the equity awards pursuant to which Company issuedShares are issuable, reserved for issuance or outstanding. All , other than outstanding Company Shares areOptions, Company RSUs, Company PSAs and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests PSUs identified in the Company or any Subsidiary of the Company, forgoing clauses (3C) 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 through (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanyF).

Capital Structure. (i) The authorized capital stock of the ------------------ Company consists of 450,000,000 200,000,000 shares of Company Shares Common Stock and 25,000,000 15,000,000 shares of preferred stock, with no par value $.01 per share (“the "Company Preferred Shares”----------------- Stock", and together with the Company Common Stock, the "Company Capital ----- --------------- Stock"). As of At the close of business on November 26(i) March 31, 20191998, (A) 316,448,045 85,248,101 shares of Company Shares Common Stock and 1,750,000 shares of Series A Preferred were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares)outstanding, (Bii) 1,367,143 March 31, 1998, 2,581,182 shares of Company Shares Common Stock were held by the Company in its treasury, (Ciii) no April 20, 1998, 6,033,471 shares of Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares Common Stock were subject to outstanding Company RSUs, (F) 3,669,078 Stock Options and not more than 4,250,475 additional shares of Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Common Stock were reserved for issuance under pursuant to the AK Steel Holding Corporation 2019 Omnibus Supplemental Company's 1994 Incentive Plan Plan, as amended, for stock options, SARs, and other awards of Company Common Stock which had not been granted as of the AK Steel Holding Corporation date of this Agreement, (iv) March 31, 1998, 45,000,000 shares of Company Common Stock Incentive Plan were reserved for issuance in connection with the rights (the "Company Rights") issued pursuant to the Company Rights Agreement -------------- (as amended and restated as of May 26, 2016defined in Section 6.10) and (Hv) March 31, 1998, 100,000 shares of Company Common Stock were reserved for issuance pursuant to the Company's Amended and Restated Deferred Compensation Plan and 45,000 shares of Company Common Stock were reserved for issuance pursuant to the defined contribution retirement plan for employees of Virginia Indonesia Company. Except as set forth above and with respect to the Company's Savings Plan for Salaried Employees, at the close of business on May 1, 1998, no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding Company SARs (as defined in Section 6.04) that were not granted in tandem with a related Company Stock Option. All outstanding shares of Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote ("Voting Company Debt"). Except as set forth above, as of the date ------------------- of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Capital Stock. As of the date of this Agreement, except as set forth above disclosed in this the Company Disclosure Letter and as contemplated by Section 5.1(b)(i1.02(d), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All not any outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) contractual obligations of the Company or any Company Subsidiary of the Company to repurchase, redeem or otherwise acquire any shares of capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanyCompany Subsidiary.

Capital Structure. (i) The authorized capital stock of the Company consists entirely of 450,000,000 (i) 100,000,000 shares of Company Shares Common Stock, and 25,000,000 (ii) 10,000,000 shares of preferred stock, with no par value $0.01 per share share. At the close of business on July 14, 2008: (i) 70,494,861 shares of Company Common Stock were issued and outstanding (including 962,214 shares of unvested restricted stock); (ii) no shares of Company Common Stock were held by the Company in its treasury; (iii) 6,086,130 shares of Company Common Stock were issuable under the Alpha Coal Management LLC Amended and Restated 2004 Long-Term Incentive Plan (the “ACM 2004 LTIP”) and the Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan as Amended and Restated as of May 14, 2008 (the “2005 LTIP” and, together with the ACM 2004 LTIP, the “Company Preferred SharesStock Plans” and such stock options collectively, the “Company Stock Options”); and (iv) up to 977,320 shares of the Company Common Stock were subject to issued and outstanding performance share grants under the Company Stock Plans. The Company has made available to Parent a list, as of the close of business on July 11, 2008, of the holders of outstanding Company Stock Options, restricted shares, and performance shares or units, and the number of shares outstanding, the number of shares exercisable (with respect to the Company Stock Options), the vesting schedule and other forfeiture provision (with respect to restricted shares and performance shares or units) and the exercise price, as applicable, subject to each such equity award. As of the close of business on November 26July 14, 20192008, (A) 316,448,045 the total number of votes entitled to be cast at the Company Shares were Stockholders Meeting with respect to the transactions contemplated hereby is 70,494,861. All outstanding shares of capital stock of the Company are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and outstanding (nonassessable and not including Company Shares held subject to or issued in treasuryviolation of preemptive rights. Except as otherwise provided in this Section 3.1(c), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares)there are not issued, (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan or outstanding (as amended and restated as of May 26, 2016i) and (H) no other any shares of capital stock or other voting securities of the Company were issuedCompany, reserved (ii) any securities convertible into or exchangeable or exercisable for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable forCompany Subsidiary, or giving (iii) any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments options or other rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Company Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, voting securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or voting securities of, or ownership interests in, of the Company or any Subsidiary of the Company or (4) Subsidiary. Except as otherwise provided in this Section 3.1(c), there are no outstanding obligations of the Company or any Company Subsidiary of the Company to repurchase(i) issue, redeem deliver or otherwise acquire sell, or cause to be issued, delivered or sold, any capital stock stock, voting securities or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or voting securities of, or ownership interests in, of the Company or any Company Subsidiary of the Companyor (ii) repurchase, redeem or otherwise acquire any such securities. The Company 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 Neither the Company on nor any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party to any voting agreement with respect to the voting of any such securities. Except as otherwise provided in this Section 3.1(c), there are no agreements, arrangements or restricting commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive from the transfer of Company or a Company Subsidiary any payment based on the capital stock revenues, earnings or other equity interests financial performance of the Company or any Company Subsidiary of the Companyor assets or calculated in accordance therewith.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company 25,000,000 Shares, of which only 9,703,769 Shares and 25,000,000 shares of preferred stock, with no par value per share (“Company Preferred Shares”). As were outstanding as of the close of business on November 26July 23, 20191999, and 5,000,000 shares of Preferred Stock, par value $0.001 per share (A) 316,448,045 Company Shares were issued and outstanding (not including Company Shares held in treasurythe "Preferred Shares"), of which 1,006,220 150,000 shares have been designated Series A Junior Participating Preferred Stock, none of which were Company Restricted Shares (having the same voting rights outstanding as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level)close of business on July 23, (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (1999, one share has been designated as amended and restated Series B Convertible Preferred Stock, which share was outstanding as of May 26the close of business on July 23, 2016) and (H) no other shares of capital stock or other voting securities 1999. All of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there outstanding Shares have been duly authorized and are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessablenonassessable. Except Other than Shares reserved for issuance pursuant to the Stock Option Agreement, the Company has no Shares or Preferred Shares subject to issuance, except (i) 150,000 Preferred Shares, designated Series A Junior Participating Preferred Stock, subject to issuance upon exercise of the Rights (the "Rights") issued pursuant to the Rights Agreement, dated as set forth above in this Section 5.1(b)(iof March 17, 1997 (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, (ii) one share of Series B Convertible Preferred Stock, which was outstanding as of July 23, 1999, (iii) 2,513,141 shares reserved for changes after issuance under the Company's 1996 Equity Incentive Plan, as amended, of which options to acquire 1,057,205 shares are outstanding as of July 23, 1999, (iv) 500,000 shares reserved for issuance under the Company's Employee Stock Purchase Plan, of which 416,581 shares are available for purchase as of July 23, 1999, (v) 235,000 shares reserved for issuance under the Company's 1996 Non-Employee Directors' Stock Option Plan, of which options to acquire 65,000 shares are outstanding as of July 23, 1999, (vi) 219,304 shares reserved for issuance under the Company's Amended and Restated 1992 Stock Option and Restricted Stock Plan, of which options to acquire 219,304 shares are outstanding as of July 23, 1999, (vii) 205,487 shares outstanding under the Management Change of Control Plan and (viii) 1,410 shares outstanding under the 1981 Employee Stock Option Plan. The Company Disclosure Schedule sets forth a correct and complete list of each outstanding option to purchase Shares under the Stock Plans, as defined below (each a "Company Option"), as of July 23, 1999, including the holder, date hereof in compliance with Section 6.1(a)of grant, exercise price and number of Shares subject thereto. As of July 23, 1999, there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company authorized, issued or outstanding and except as set forth above, there are no preemptive rights or any outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of its Subsidiaries convertible into any character to which the Company is a party or exchangeable may be bound relating to the issued or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of unissued capital stock or other securities of or ownership interests in the Company or any Subsidiary of and the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect Shares subject to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.Stock Option Agreement

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 75,000,000 shares of Company Shares Common Stock, of which 71,000,000 are authorized as Class A Stock and 25,000,000 4,000,0000 are authorized as Class B Stock, and 5,000,000 shares of preferred stock, with no par value $0.001 per share (the “Company Preferred SharesStock”). As of At the close of business on November 26June 25, 20192021 (the “Measurement Date”), (Ai) 316,448,045 Company Shares 17,662,016 shares of Class A Common Stock and 3,344,775 shares of Class B Common Stock, respectively, were issued and outstanding outstanding, (not including ii) 622,584 shares of Company Shares held in treasury), Common Stock were subject to Company SARs (assuming a fair market value per share of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company SharesCommon Stock of $87.50), (Biii) 1,367,143 544,605 shares of Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares Common Stock were subject to outstanding Company RSUs, (Fiv) 3,669,078 234,301 shares of Company Shares Common Stock were subject to outstanding Company PSAs PSUs (assuming achievement at “maximum” level of the applicable performance measures for PSUs granted in 2019 and 2021, and at the maximum levelactual performance for PSUs granted in 2020 for which performance has already been achieved), (Gv) 13,434,460 192,605 shares of Company Shares Common Stock were held by the Company in its treasury, (vi) 2,381,264 additional shares of Company Common Stock were reserved and available for issuance under pursuant to the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Company Stock Incentive Plan (as amended and restated as of May 26Plans, 2016) and (Hvii) no other shares of Company Preferred Stock were issued and outstanding. Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of From the Measurement Date to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by the Company of shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rights, options, warrants, conversion rightscalls, puts, convertible or exchangeable securities, subscriptions, phantom stock, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments stock-based performance units or other rights to acquire shares of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock, other than the rights under the Company or Stock Plans and any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Companyrelated award agreements. The Company does not have any has provided to Parent a complete and accurate list of each outstanding bondsCompany equity award granted under the Company Stock Plans outstanding as of the Measurement Date and: (i) the name of the holder of such Company Equity Award, debentures(ii) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, notes (iii) if applicable, the exercise price, purchase price, or similar pricing of such Company Equity Award, (iv) the date on which such Company equity award was granted or issued, and (v) the applicable vesting, repurchase, or other obligations lapse of restrictions schedule, and the holders of extent to which have the right to vote (or convertible into or such Company Equity Award is vested and exercisable for securities having the right to vote) with the stockholders as of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanyMeasurement Date.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 200,000,000 Company Shares, of which 61,325,093 Company Shares were issued and 25,000,000 shares of preferred stock, with no par value per share (“outstanding and 7,678,747 Company Preferred Shares”). As Shares were held in treasury as of the close of business on November 26September 7, 20191999, and 50,000,000 shares of Preferred Stock, $1.00 par value per share (A) 316,448,045 the "Company Preferred Shares"), none of which was outstanding as of the date hereof. All of the outstanding Company Shares were issued have been duly authorized and outstanding (not including Company Shares held in treasury)are validly issued, of which 1,006,220 were Company Restricted Shares (having fully paid and nonassessable. Other than the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no 1,000,000 Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were designated as Series A Junior Participating Preferred Stock that are reserved for issuance under pursuant to the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated Rights Agreement, dated as of May 26November 6, 20161996, by and between the Company and Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agreement"), and Company Shares subject to issuance as set forth below or that are permitted to become subject to issuance pursuant to Section 6.1(a)(iv) and or (Hvii) of this Agreement, the Company has no Company Shares, Company Preferred Shares or other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstandingotherwise subject to issuance. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i)the Company has outstanding $150,000,000 aggregate principal amount of 6.875% notes due 2008, $100,000,000 aggregate principal of 10.5% notes due 2000 and $2,600,000 aggregate principal amount of 5.95% industrial revenue bonds due 2002. As of September 7, 1999, there are no other were 7,069,414 Company Shares that the Company was obligated to issue pursuant to the Company's stock plans at a weighted average exercise price of $18.20 per Company Share, each of which plans is listed in Section 5.1(b) of the Company Disclosure Letter (collectively the "Company Stock Plans"). Each of the outstanding shares of capital stock or other voting securities of each of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, Company's Significant Subsidiaries is duly authorized, validly issued, fully paid and non-assessablenonassessable and owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance, except for such failures or exceptions to the foregoing as are not reasonably likely to have a Material Adverse Effect on the Company. Except as set forth above in this Section 5.1(b)(i), and for changes after except pursuant to the date hereof in compliance with Section 6.1(a)Stock Option Agreement, there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments granted by or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from enforceable against the Company or any Subsidiary of the Companyits Significant Subsidiaries to issue or sell any shares of capital stock, or (y) obligate other securities of the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary a material amount of the Company or (4) obligations assets of the Company or any Subsidiary of its Significant Subsidiaries other than (in the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, case of assets) in the ordinary course of business or any securities or obligations convertible or exchangeable into or exchangeable or exercisable for any capital stock or securities offor, or ownership interests ingiving any Person a right to subscribe for or acquire, any shares of capital stock, other securities or material amount of assets of the Company or any Subsidiary of its Significant Subsidiaries, and no securities or obligations evidencing such rights are issued or outstanding. Neither the Company. The Company does not have nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (with the stockholders of the Company on any matter or convertible into or exercisable for securities having the right to vote) vote with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings The Company Shares issuable pursuant to which the Stock Option Agreement have been duly reserved for issuance by the Company, and upon any issuance of such Company or any Subsidiary Shares in accordance with the terms of the Stock Option Agreement, such Company is Shares will be duly and validly issued and fully paid and nonassessable. No Company Shares are held by a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 150,000,000 shares of Company Shares Common Stock and 25,000,000 shares of preferred stock, with no par value $0.01 per share (“Company Preferred SharesStock”). As of At the close of business on November 2628, 20192008, (Ai) 316,448,045 33,777,968 shares of Company Shares Common Stock were issued and outstanding (not including 223,385 Company Restricted Shares granted under the Company Stock Plans), (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) 7,573,117 shares of Company Common Stock were reserved and available for issuance pursuant to the Amended and Restated 2005 Long-Term Incentive Plan of the Company (the “2005 Plan”), the 2007 Strategic Equity Incentive Plan of the Company under the 2005 Plan, the 1991 Long-Term Incentive Plan of the Company and the Employee Stock Purchase Plan of the Company (the “ESPP”, and such plans, collectively, the “Company Stock Plans”), of which 1,006,220 were 5,084,733 shares of Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares Common Stock were subject to outstanding Company RSUs, (F) 3,669,078 Stock Options and 302,160 shares of Company Shares Common Stock were subject to outstanding Company PSAs PSU Awards, (assuming achievement iv) 5,206,625 shares of Company Common Stock were reserved and available for issuance upon exercise of the applicable performance measures at warrants (the maximum level“Company Warrants”) granted or issued pursuant to the warrant agreements listed in Section 4.01(c) of the Company Disclosure Letter, true and correct copies of which have been delivered to Parent prior to the date of this Agreement (the “Company Warrant Agreements”), (Gv) 13,434,460 5,206,625 shares of Company Shares Common Stock were reserved and available for issuance under upon conversion of the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and Company’s outstanding 2.75% Convertible Subordinated Notes due 2024 (the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated “Company Convertible Notes”) issued pursuant to the Indenture dated as of May 26December 22, 20162003 between the Company and U.S. Bank National Association, as Trustee (the “Company Convertible Notes Indenture”) and (Hvi) no other shares of Company Preferred Stock were issued or outstanding or were held by the Company as treasury shares. Except as set forth above in this Section 4.01(c) and for shares issued or to be issued upon the exercise of the Company Stock Options outstanding on the date hereof and included in clause (iii) of the first sentence of this Section 4.01(c), at the close of business on November 28, 2008, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer imposed by the Company, stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than the Company Stock Options, the Company Restricted Shares, the Company PSU Awards, the Company Convertible Notes and the Company Warrants) that are linked to the value of Company Common Stock (collectively, but exclusive of rights under the ESPP, “Company Stock-Based Awards”). Section 4.01(c) of the Company Disclosure Letter sets forth a complete and accurate list, as of November 28, 2008, of (A) all outstanding options to purchase shares of Company Common Stock (collectively, together with any options granted after November 28, 2008, as permitted by this Agreement, but exclusive of rights under the ESPP, “Company Stock Options”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof, (B) all shares of Company Common Stock that were outstanding but were subject to vesting or other forfeiture restrictions or were subject to a right of repurchase by the Company at a fixed purchase price as of such time (shares so subject, the “Company Restricted Shares”) under the Company Stock Plans or otherwise, the grant and issuance dates, vesting schedules and repurchase price (if any) thereof and the names of the holders thereof, (C) all outstanding performance stock unit awards in respect of shares of Company Common Stock (collectively, the “Company PSU Awards”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock subject thereto, the grant dates and vesting schedules thereof and the names of the holders thereof and (D) all outstanding Company Warrants, the number of shares of Company Common Stock subject thereto, the grant dates, expiration dates, exercise price and vesting schedules thereof and the names of the holders thereof. All (i) Company Restricted Shares, (ii) Company Stock Options and (iii) Company PSU Awards are evidenced by stock option agreements, restricted stock award agreements, performance stock unit award agreements or other award agreements, in each case substantially in the forms set forth in Section 4.01(c) of the Company Disclosure Letter, except that the forms of such agreements differ with respect to the number of options, performance stock unit awards or shares covered thereby, the exercise price, regular vesting schedule, repurchase price and expiration date applicable thereto and other similar terms and, except for such differences, no stock option agreement, restricted stock award agreement, performance stock unit award agreement or other award agreement contains terms that are inconsistent in any material respect with, or material terms in addition to, such forms. Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “NYSE”), the per share exercise price of each Company Stock Option was equal to the fair market value (within the meaning of Section 422 of the Code, in the case of each Company Stock Option intended to qualify as an “incentive stock option”, and within the meaning of Section 409A of the Code, in the case of each other Company Stock Option) of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company SEC Documents in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, Company Stock Options prior to, or otherwise knowingly coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. Each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code, if any, so qualifies. As of the close of business on November 28, 2008, there were outstanding Company Stock Options to purchase 1,234,080 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $19.897590. 1,249 shares of Company Common Stock were subject to outstanding rights under the ESPP based on payroll information for the period ending September 26, 2008 (assuming the fair market value per share of Company Common Stock determined in accordance with the terms of the ESPP on the last day of the offering period in effect under the ESPP on the date of this Agreementhereof was equal to the Merger Consideration and that payroll deductions continue at the current rate). Each Company Stock Option, except each Company Restricted Share and each Company PSU Award may, by its terms, be treated at the Effective Time as set forth above in this Section 5.1(b)(i6.04(a)(i), there 6.04(a)(ii) or 6.04(a)(iii), as applicable. Each of the Company Warrants has an exercise price in excess of the Offer Price. The Company Warrants terminate and expire in accordance with their terms on January 1, 2009, and no payments in respect of the Company Warrants are no payable by the Company or any of its Subsidiaries in respect of the execution and delivery of this Agreement or the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement or in respect of such termination or expiration. All outstanding shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all shares which may be issued pursuant to the Company Shares reserved for issuanceStock Options, the Company PSU Awards, rights under the ESPP, the Company Convertible Notes and the Company Warrants will be, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or, except for the Company Convertible Notes, convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above in this Section 5.1(b)(i4.01(c), and for changes after as of the date hereof in compliance with Section 6.1(a)hereof, (x) there are no not issued, reserved for issuance or outstanding (1A) any shares of capital stock or other voting securities of, or ownership equity interests in, of the Company, (2B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 4.01(c), as of the date hereof, there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other voting securities or equity interests of or ownership interests in the Company or any Subsidiary of the Company, (32) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments options or other rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Companyits Subsidiaries, or (y) obligate and no obligation of the Company or any of its Subsidiaries to issue or sellissue, any capital stock, securities ofvoting securities, or ownership equity interests in, or securities convertible into or exchangeable or exercisable for capital stock or voting securities of, or ownership interests in, the Company or of any Subsidiary of the Company or (43) obligations of the Company or any Subsidiary of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or such outstanding securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect or to the voting issue, deliver or sell, or cause to be issued, delivered or sold, any such securities of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 400,000,000 Company Shares and 25,000,000 shares Shares, of preferred stock, with no par value per share (“Company Preferred Shares”). As of the close of business on November 26, 2019, (A) 316,448,045 which 374,107,972 Company Shares were issued and outstanding (not including Company Shares held in treasury)as of January 15, 2007, 20,000,000 shares of Class A common stock, par value $1.00 per share, none of which 1,006,220 were Company Restricted Shares (having the same voting rights outstanding as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other and 10,000,000 shares of capital preference stock, no par value, 600,000 shares of which have been designated “Preference Stock, $2.4375 Series,” 400,000 of which have been designated “Preference Stock, $2.6125 Series,” and 320,000 of which have been designated “Preference Stock, $4.125 Series.” No shares of preference stock were issued or other voting securities outstanding as of the Company issued, reserved for issuance or outstandingdate of this Agreement. All of the outstanding Company Shares are, have been duly authorized and all validly issued and are fully paid and nonassessable. The Company has no Company Shares reserved for issuance, when except that (A) as of January 15, 2007, there was an aggregate of 1,019,164 Company Shares reserved for issuance upon conversion of the 103,955 Premium Income Equity Securities outstanding as of January 15, 2007, (B) as of January 15, 2007, there were an aggregate of 135,898 Company Shares reserved for interest reinvestment and issuance upon conversion of the Convertible Debentures, with an aggregate outstanding principal amount of $1,992,000 as of January 15, 2007 and (C) as of January 15, 2007, there were an aggregate of 10,198,703 Company Shares reserved for issuance pursuant to the Company’s stock-based plans and individual agreements related to deferred director compensation or evidencing the grant of Company Options and Company Stock Units. Section 6.1(b) of the Company Disclosure Letter contains a correct and complete list as of January 15, 2007 of (1) the number of outstanding Company Options, the exercise price of each such Company Option and number of Company Shares issuable at such exercise price, (2) the number of outstanding Company Stock Units and the number of Company Shares subject thereto and (3) the number of Company Shares issuable upon conversion of the Convertible Debentures. From January 15, 2007 to the date of this Agreement, the Company has not issued upon exercise thereof any Company Shares except pursuant to the exercise, settlement or in accordance with conversion of Company Options, Company Stock Units, Premium Income Equity Securities or Convertible Debentures, and since January 15, 2007 to the respective terms thereofdate of this Agreement, will bethe Company has not issued any Company Options, duly authorizedCompany Stock Units, validly issued, fully paid and non-assessablePremium Income Equity Securities or Convertible Debentures. Except as set forth above in this Section 5.1(b)(i6.1(b), and for changes after as of the date hereof in compliance with Section 6.1(a)of this Agreement, there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, puts, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue issue, purchase or sell, sell any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity securities of, or ownership interests in, of the Company or any Subsidiary of securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to sell to, subscribe for or acquire from the Company or (4) any of its Subsidiaries, any equity securities of the Company, and no securities or obligations of the Company or any Subsidiary of its Subsidiaries evidencing those rights are authorized, issued or outstanding. Except as set forth in this Section 6.1(b), as of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests indate of this Agreement, the Company or any Subsidiary of the Company. The Company does not have outstanding 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 750,000,000 shares of Company Shares Common Stock and 25,000,000 5,000,000 shares of preferred stock, with no par value $0.001 per share (the “Company Preferred SharesStock”). As of At the close of business on November 26March 2, 20192017 (the “Capitalization Date”), (Ai) 316,448,045 88,900,521 shares of Company Shares Common Stock were issued and outstanding (not including the shares underlying the Company Shares held in treasuryRSAs), (ii) 8,062,265 shares of which 1,006,220 Company Common Stock were reserved and available for issuance pursuant to the Company’s 2013 Equity Incentive Plan, as amended and restated, and 2008 Equity Incentive Plan (collectively, the “Company Restricted Shares Stock Plans”), and pursuant to such Company Stock Plans, (having A) 13,667,023 shares of Company Common Stock were subject to outstanding Company restricted stock units that vest exclusively based on service (such restricted stock units, the same voting rights as “Company SharesRSUs”), (B) 1,367,143 451,773 shares of Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares Common Stock were subject to outstanding Company RSUsMSUs assuming maximum performance with respect to which the applicable performance period has not yet been completed, (FC) 3,669,078 Company Shares 15,012 shares were subject to outstanding restricted stock awards (such awards, the “Company PSAs RSAs”), and (assuming achievement D) 6,707,367 shares of Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock with a weighted average exercise price per share of $3.43 (such options, the applicable performance measures at “Company Stock Options” and, together with the maximum levelCompany RSUs, Company MSUs and Company RSAs, the “Company Equity Awards”), (Giii) 13,434,460 no shares of Company Shares Common Stock were reserved for issuance under owned or held by the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (Company as amended and restated as of May 26treasury stock, 2016) and (Hiv) no other shares of Company Preferred Stock were outstanding. The maximum number of shares of Company Common Stock that could be delivered pursuant to the ESPP upon exercise of the outstanding purchase rights at the completion of the Final Offering Period is 3,006,917. Except as set forth in this Section 4.03(a), at the close of business on the Capitalization Date, no shares of capital stock or other voting securities of or other equity or ownership interests in the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary None of the Company, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of ’s Subsidiaries owns any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanySecurities.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 Company 100,000,000 Shares and 25,000,000 20,000,000 preferred shares of preferred stockbeneficial interest, with no par value $0.01 per share (the “Company Authorized Preferred”). At the close of business on September 11, 2006, (i) 21,123,733 Shares were issued and outstanding, including 76,100 Shares that are currently subject to restricted stock awards under the Company Stock Plans, (ii) no Shares were held by the Company in its treasury, (iii) 680,766 Shares were reserved for issuance pursuant to outstanding options to purchase Company Common Shares (options to purchase Company Common Shares being “Company Stock Options”) granted under the Company’s Amended and Restated 2002 Stock Incentive Plan (or its predecessor 2002 Stock Incentive Plan) and Employee Share Purchase Plan (together, and each as amended, the “Company Stock Plans”), (iv) 2,100,000 Company Preferred Shares were issued and outstanding and 3,333,333 Company Common Shares were reserved for issuance upon conversion of Company Preferred Shares”, (v) 1,492,853 Shares were reserved for the grant of additional awards under the Company Stock Plans, (vi) 2,990,709 Shares were reserved for issuance under the Company’s Direct Stock Purchase and Dividend Reinvestment Plan, (vii) 339,458 Shares were reserved for issuance upon redemption of Company OP Units and (viii) 1,044,400 Shares were reserved for issuance under the Company’s Continuous Offering Program pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-125213). As of the close of business on November 26September 11, 20192006, (A) 316,448,045 Company Shares were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights except as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued set forth above or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26Company’s Deferred Compensation Plan, 2016) and (H) no other shares of capital stock or other voting securities of the Company Shares were issued, reserved for issuance or outstanding, no Company Stock Options have been granted and there are not 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 the Company (“Stock Equivalents”). As of Since September 11, 2006 and on or prior to the date of this Agreement, except as set forth above for the exercise of any Company Stock Options referred to in this Section 5.1(b)(i)clause (iii) above, there the Company has not issued any Shares or made any grant of awards under the Company Stock Plans or the Company’s Deferred Compensation Plan or authorized or entered into any Contract to do any of the foregoing. There are no other shares of outstanding stock appreciation rights with respect to the capital stock or other voting securities of the Company issued, reserved for issuance or outstandingCompany. All Each outstanding Company Shares areShare is, and all each Share which may be issued pursuant to the Company Shares reserved for issuanceStock Plans will be, when issued upon exercise thereof or in accordance with the respective terms thereof, will beissued, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to preemptive rights. Other than the Company Common Shares and the Company Authorized Preferred, including the Company Preferred Shares, there are no other authorized classes of capital stock of the Company. Other than the Company Preferred Shares, there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Company Common Shares may vote. Except as set forth above or in this Section 5.1(b)(i)3.3(a) of the Company Disclosure Letter, and for changes after as of the date hereof in compliance with Section 6.1(a)of this Agreement, there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that (x) give any Person the right to purchase, subscribe or acquire from which the Company or any Company Subsidiary is a party or by which any of the Company, or (y) obligate them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of its Subsidiaries to issue or sell, any capital stock, Company Stock Options or other voting securities of, or ownership interests in, Stock Equivalents of the Company or securities convertible into of any of its Company Subsidiaries (other than Company OP) or exchangeable or exercisable for capital stock or securities of, or ownership interests in, obligating the Company or any Company Subsidiary (other than Company OP) 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, other than as set forth in the Company OP Partnership Agreement, the Subsidiary Organizational Documents, the Declaration or Section 3.3(a) of the Company or (4) Disclosure Letter, there are no outstanding contractual obligations of the Company or any Company Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary shares of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests interest of the Company or any Company Subsidiary. Other than the Support Agreements, the Subsidiary Organizational Documents or Section 3.3(a) of the Company Disclosure Letter, there are no outstanding agreements to which the Company, a Company Subsidiary or any of their respective officers or directors is a party concerning the voting of any capital stock of the Company or any of its Company Subsidiaries.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 Company 160,000,000 shares comprising (i) 150,000,000 Shares and 25,000,000 (ii) 10,000,000 shares of preferred stock, with no par value $0.02 per share share, of which the Company has designated 50,000 shares of Series A Preferred Stock, 34,500 shares of Series C Preferred Stock, 100,000 shares of Series D Preferred Stock and 200,000 shares of Series E Preferred Stock (the “Company Preferred Shares”). As of At the close of business on November April 26, 20192016 (i) 12,446,365 Shares are issued and outstanding, (ii) (A) 316,448,045 Company 1,206,500 Shares were issued and outstanding (not including Company Shares held are reserved for issuance upon or otherwise deliverable in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon connection with the exercise of outstanding Company OptionsOptions under the Company’s 2013 Omnibus Incentive Plan, as amended, and (EB) 847,274.137 Company 118,000 Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were are reserved for issuance upon or otherwise deliverable in connection with the exercise of outstanding Company Options under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Company’s 2008 Stock Incentive Option Plan (collectively, as amended and restated as of May 26amended, 2016the “Stock Plans”) and (Hiii) no other shares of capital stock or other voting securities Preferred Shares were outstanding. Section 4.4(a) of the Company were issuedDisclosure Schedule contains a correct and complete list of Company Options, reserved for issuance or outstandingincluding the holder, date of grant, term, number of Shares underlying such security and, where applicable, exercise price and vesting schedule. As All of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All issued and outstanding Company Shares are, and all Shares that may be issued pursuant to the exercise of the Company Shares reserved for issuance, when issued upon exercise thereof or Options in accordance with the respective terms thereof, and provisions thereof will be, duly authorized, validly issued, fully paid paid, nonassessable and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares free of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company does not have outstanding any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable exercisable, exchangeable or redeemable for securities having the right to votevote (“Voting Debt”)) with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 30,000,000 shares of preferred stockCompany Common Stock, with no 800,000 shares of Class A Preferred Stock, $1.00 par value, and 2,000,000 shares of Class B Preferred Stock, $1.00 par value, of which (i) 333,333 shares have been designated as Class B Preferred Stock, Series 1987, $1.00 par value, (ii) 152,321 shares have been designated as Series C Preferred Stock, $1.00 par value, (iii) 100,000 shares have been designated as Series 1996 Preferred Stock, $1.00 par value, (iv) 100,000 shares have been designated as Series 1997 Preferred Stock, $1.00 par value per share and (“v) 4,000 shares have been designated as Series 1997-A Preferred Stock (collectively, the "Company Preferred Shares”Stock"). As At the close of business on April 8, 2003, (i) 9,304,159 shares of Company Common Stock were issued and outstanding, (ii) 193,850 shares of Company Common Stock were held by the Company in its treasury and (iii) no shares of Company Preferred Stock were issued and outstanding or held in the Company's treasury. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued and fully paid and nonassessable. Schedule 4.01(c) sets forth a complete and correct list, as of the close of business on November 26April 8, 20192003, (A) 316,448,045 Company Shares were issued of the plans pursuant to which Options have been granted and are outstanding (not including the "Company Shares held in treasuryStock Plans"), the number of which 1,006,220 were shares of Company Restricted Shares (having Common Stock subject to Options and Warrants, and the same voting rights exercise prices thereof. Except as Company Sharesset forth on Schedule 4.01(c), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement as of the applicable performance measures at close of business on April 8, 2003, there were no outstanding securities, options, warrants, calls, rights or agreements to which the maximum level)Company or any of its subsidiaries is a party obligating the Company or any of its subsidiaries to issue, (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26deliver, 2016) and (H) no other sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstandingof any of its subsidiaries. As of the date close of this Agreementbusiness on April 8, except as set forth above in this Section 5.1(b)(i)2003, there are were no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities contractual obligations of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of its subsidiaries. The Company has made available to Purchaser a complete and correct copy of the CompanyRights Agreement dated as of August 1, 1995, as amended to date (the "Company Rights Agreement"), between the Company and the rights agent thereunder relating to rights to purchase Company Common Stock (the "Company Rights"). All outstanding shares of Company Common Stock are duly included for trading on the Nasdaq SmallCap Market.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 (x) 200,000,000 shares of Company Shares Common Stock and 25,000,000 (y) 40,000,000 shares of preferred stock, with no par value $0.01 per share (“"Company Preferred Shares”Stock"), of which, as of the date hereof, 2,000,000 shares of Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock, of which 2,000,000 shares are reserved for issuance upon the exercise of preferred share purchase rights (the "Company Rights") issued pursuant to the Rights Agreement, dated as of November 19, 1999, between the Company and ChaseMellon Shareholder Services, L.L.C., as rights agent (which firm has been replaced as rights agent by ComputerShare Investor Services L.L.C.) (the "Rights Agent"), pursuant to the terms thereof) (the "Rights Agreement"). As of At the close of business on November 26June 29, 20192005, (Ai) 316,448,045 87,628,414 shares of Company Shares Common Stock were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were number includes 977,619 Company Restricted Shares (having the same voting rights as Company Shares), (Bii) 1,367,143 no shares of Company Shares Common Stock were held by the Company in its treasury, (Ciii) no 14,753,323 shares of Company Preferred Shares Common Stock were issued or outstanding, reserved for issuance pursuant to the Company Stock Plans and the Company Deferred Stock Plans (D) 4,198,845 of which 7,647,807 shares of Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares Common Stock were subject to outstanding Company RSUsStock Options, (F) 3,669,078 977,619 shares of Company Shares Common Stock were subject to outstanding Company PSAs (assuming achievement Restricted Shares, 1,256,443 shares of the applicable performance measures at the maximum levelCompany Common Stock were subject to outstanding Company RSUs and 641,969 shares of Company Common Stock were subject to outstanding Company DSUs), (Giv) 13,434,460 6,428,566 shares of Company Shares Common Stock were reserved for issuance under upon conversion of the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and Company's 3% Convertible Subordinated Debentures due 2032 (the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated "Convertible Debentures") issued pursuant to an Indenture, dated as of May 26November 22, 20162002, between the Company and State Street Bank and Trust Company of California, N.A. (a complete and correct copy of which has been delivered or made available to Parent) and (Hv) no other shares of capital stock or other voting securities of the Company Preferred Stock were issued, reserved for issuance issued or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 300,000,000 Company Shares and 25,000,000 5,000,000 shares of preferred stock, with no par value per share (“Company Preferred Shares”). As of the close of business on November April 26, 20192018, (A) 316,448,045 151,122,485 Company Shares were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 12,329 were Company Restricted Shares (having the same voting rights as Company Shares)subject to vesting, repurchase or other lapse of restrictions pursuant to an award, (B) 1,367,143 49,651,917 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 167,913 Company Shares were issuable upon the exercise of outstanding options to purchase Company OptionsShares, which had a weighted average exercise price of $13.66, (E) 847,274.137 145,211 Company Shares were subject to outstanding restricted stock units or phantom stock in respect of Company RSUsShares with only time-based vesting requirements, (F) 3,669,078 373,207 Company Shares were subject to outstanding performance shares in respect of Company PSAs Shares with any performance-based vesting requirements (assuming achievement of the applicable performance measures at the maximum target level), (G) 13,434,460 1,094,757 Company Shares were subject to outstanding market stock units in respect of Company Shares (assuming achievement of the applicable performance measures at the target level), (H) no Company Shares were subject to rights or benefit pursuant to outstanding Company Other Awards, (I) 1,998,100 Company shares were reserved for issuance under the Andeavor Amended and Restated 2011 Long-Term Incentive Plan, no Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Andeavor 2006 Long-Term Incentive Plan, no Company Shares were reserved for issuance under the Amended and Restated 2010 Incentive Plan of Western Refining, Inc. and no Company Shares were reserved for issuance under the AK Steel Holding Corporation Stock Amended and Restated Northern Tier Energy LP 2012 Long Term Incentive Plan (as amended and restated as of May 26collectively, 2016the “Stock Plans”) and (HJ) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list as of the close of business on April 26, 2018 of each Company Equity Award issued under the Stock Plans, including the date of this Agreementgrant, except as set forth above in this Section 5.1(b)(i)number of Company Shares, there are no other shares of capital stock or other voting securities of the Company issuedand, reserved for issuance or outstandingwhere applicable, outstanding dividend equivalent rights, exercise price and vesting schedule. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (a “Lien”). Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries (other than the MLP) is duly authorized, validly issued, fully paid and non-assessable and, except as disclosed in Section 5.1(b)(iii) of the Company Disclosure Letter, each of the outstanding shares of capital stock or other securities of each of the Company’s Significant Subsidiaries (other than the MLP) is owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of all Liens. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the CompanySubsidiary, (3) 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 (x) give any Person the right to purchase, subscribe for or acquire from the Company or any Subsidiary of the CompanyCompany Subsidiary, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Company Subsidiary of the Company or (4) obligations of the Company or any Company Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of Company Subsidiary. Neither the Company. The Company does not have nor the MLP has outstanding 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 the Company or the unitholders of the MLP on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanyCompany Subsidiary.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 2,400,000,000 Company Shares, of which 1,100,161,364 Company Shares were issued and 25,000,000 shares of preferred stock, with no par value per share (“outstanding and 76,993,242 Company Preferred Shares”). As Shares were held in treasury as of the close of business on November 26April 30, 20191998, 30,000,000 shares of Preferred Stock, $1.00 par value per share (the "Company Preferred Shares"), none of which were outstanding as of the close of business on May 8, 1998 and 30,000,000 shares of Preference Stock, $1.00 par value per share, (A) 316,448,045 the "Company Preference Shares"), none of which were outstanding as of the close of business on May 8, 1998. All of the outstanding Company Shares were issued have been duly authorized and outstanding are validly issued, fully paid and nonassessable. Other than 12,000,000 Company Preference Shares, designated "Series A Junior Participating Preference Stock", reserved for issuance pursuant to the Rights Agreement, dated as of December 21, 1988, between the Company and American Transtech Inc., as Rights Agent (not including the "Rights Agreement"), and Company Shares held in treasury)subject to issuance as set forth below, of which 1,006,220 were the Company Restricted Shares (having the same voting rights as has no Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares or Company Preference Shares reserved for or otherwise subject to issuance. As of May 10, 1998, there were issued or outstanding, (D) 4,198,845 not more than 47,000,000 Company Shares were issuable upon that the exercise Company was obligated to issue pursuant to the Company Compensation and Benefit Plans identified in Section 5.1(h) of outstanding the Company Options, (E) 847,274.137 Disclosure Letter as being the only Company Compensation and Benefit Plans pursuant to which Company Shares were subject to outstanding may be issued (collectively the "Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement Stock Plans"). Each of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other outstanding shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As each of the date Company's Subsidiaries that constitute a "Significant Subsidiary" (as defined in Rule 1.02(w) of this AgreementRegulation S-X promulgated pursuant to the Securities Exchange Act of 1934, except as set forth above in this Section 5.1(b)(iamended (the "Exchange Act"), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, is duly authorized, validly issued, fully paid and nonnonassessable and owned by the Company or a direct or indirect wholly-assessableowned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof Company Shares and options to purchase Company Shares which may be issued in compliance accordance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments to issue or rights sell any shares of any kind that (x) give any Person the right to purchase, subscribe capital stock or acquire from the Company or any Subsidiary other securities of the Company, or (y) obligate the Company 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 issue subscribe for or sellacquire, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchaseits Significant Subsidiaries, redeem and no securities or otherwise acquire any capital stock obligations evidencing such rights are authorized, issued or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Companyoutstanding. The Company does not have outstanding 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (ia) The authorized capital stock of the Company Biovail consists of 450,000,000 Company Shares and 25,000,000 an unlimited number of shares of preferred stockBiovail Common Stock and an unlimited number of Class A Special Shares in the capital of Biovail (the “Biovail Class A Stock” and, together with no par value per share (the Biovail Common Stock, the “Company Preferred SharesBiovail Capital Stock”). As of At the close of business on November 26June 14, 20192010, (Ai) 316,448,045 Company Shares 158,573,603 shares of Biovail Common Stock were issued and outstanding (not including Company Shares held in treasury)outstanding, none of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares)subject to vesting or other forfeiture conditions or repurchase by Biovail, (B) 1,367,143 Company Shares were held in treasury, (Cii) no Company Preferred Shares shares of Biovail Class A Stock were issued or and outstanding, (Diii) 4,198,845 Company Shares were issuable upon the exercise no shares of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Biovail Common Stock were reserved for issuance under upon conversion of Biovail’s 5.375% Senior Convertible Notes (the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan “Biovail Convertible Notes”), (iv) 11,588,915 shares of Biovail Common Stock were reserved and available for issuance pursuant to the AK Steel Holding Corporation Biovail Stock Incentive Plan Plans, of which (as amended and restated as A) 3,196,577 shares were issuable upon exercise of May 26, 2016) outstanding Biovail Stock Options and (HB) 2,049,548 shares were issuable upon vesting of outstanding Biovail Restricted Stock Units, assuming maximum performance with respect to performance-based Biovail Restricted Stock Units, (v) Biovail Deferred Share Units with respect to 418,737 shares of Biovail Common Stock were outstanding and (vi) 2,282,366 shares of Biovail Common Stock were reserved for issuance pursuant to the Biovail Employee Stock Purchase Plan. Except as set forth in this Section 3.03(a), at the close of business on June 14, 2010, no other shares of capital stock or other voting securities of the Company of, or other equity interests in, Biovail were issued, reserved for issuance or outstanding. As From the close of business on June 14, 2010 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by Biovail of shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity interests in, Biovail, other than (1) the Companyissuance of Biovail Common Stock upon the conversion of Biovail Convertible Notes, upon the exercise of Biovail Stock Options or upon the vesting of Biovail Restricted Stock Units, in each case outstanding at the close of business on June 14, 2010 and in accordance with their terms in effect at such time, and (2) securities the issuance of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanyBiovail Deferred Share Units.

Capital Structure. (ia) The authorized capital stock of the Company Valeant consists of 450,000,000 Company Shares 200,000,000 shares of Valeant Common Stock and 25,000,000 10,000,000 shares of preferred stock, with no par value $0.01 per share (the “Company Valeant Preferred SharesStock” and, together with the Valeant Common Stock, the “Valeant Capital Stock”). As of At the close of business on November 26June 14, 20192010, (i) 75,786,925 shares of Valeant Common Stock were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by Valeant, (ii) no shares of Valeant Preferred Stock were issued and outstanding, (iii) 28,086,863 shares of Valeant Common Stock were held by Valeant in its treasury, (iv) 8,662,102 shares of Valeant Common Stock were issuable upon conversion of (A) 316,448,045 Company Shares Valeant’s 3.0% Convertible Subordinated Notes due 2010 (the “Valeant 3.0% Convertible Notes”) and (B) Valeant’s 4.0% Convertible Subordinated Notes due 2013 (together with the Valeant 3.0% Convertible Notes, the “Valeant Convertible Notes”), (v) 1,710,585 shares of Valeant Common Stock were underlying warrants issued pursuant to the Exchange Agreement, dated August 13, 2009, among Valeant and outstanding certain holders of the Valeant 3.0% Convertible Notes (not including Company Shares held in treasurythe “Valeant Warrants”), (vi) 14,808,875 shares of Valeant Common Stock were reserved and available for issuance pursuant to the Valeant Stock Plans, of which 1,006,220 (A) 4,920,081 shares were Company Restricted Shares (having the same voting rights as Company Shares), issuable upon exercise of outstanding Valeant Stock Options and (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares 5,376,442 shares were issuable upon the exercise settlement of outstanding Company OptionsValeant Restricted Stock Units, assuming maximum performance with respect to performance-based Valeant Restricted Stock Units and (Evii) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement 1,189,437 shares of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Valeant Common Stock were reserved for issuance under pursuant to the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and Valeant ESPP. Except as set forth in this Section 4.03(a), at the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as close of May 26business on June 14, 2016) and (H) 2010, no other shares of capital stock or other voting securities of the Company of, or other equity interests in, Valeant were issued, reserved for issuance or outstanding. As From the close of business on June 14, 2010 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by Valeant of shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity interests in, Valeant, other than the Companyissuance of Valeant Common Stock upon the conversion of Valeant Convertible Notes, (2) securities upon the exercise of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable forValeant Warrants, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments Valeant Stock Options or rights under the Valeant ESPP or upon the vesting of any kind that (x) give any Person Valeant Restricted Stock Units, in each case outstanding at the right to purchaseclose of business on June 14, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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) 2010 and in accordance with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companytheir terms in effect at such time.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 200,000,000 shares of Company Shares Common Stock and 25,000,000 5,000,000 shares of preferred stock, with no par value $1.00 per share (the “Company Preferred SharesStock”). As of At the close of business on November 26February 24, 20192011, (Ai) 316,448,045 126,462,665 shares of Company Shares Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 1,458,248 shares of Company Common Stock were reserved for issuance pursuant to the terms of outstanding awards granted pursuant to the Company Plans, (not including iv) 3,815,976 shares of Company Shares held in treasury)Common Stock are available for grant under the Company Plans, (v) 2,673,641 shares of which 1,006,220 Company Common Stock were Company Restricted Shares reserved for issuance upon redemption of Class A Partnership Units of NHP/PMB (having the same voting rights as Company Shares“Class A Units”), (Bvi) 1,367,143 345,639 shares of Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Common Stock were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan Company’s Dividend Reinvestment and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26Purchase Plan, 2016) and (Hvii) no other 1,322,200 shares of Company Common Stock were reserved for issuance under the Company’s at-the-market equity offering program. All issued and outstanding shares of the capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares class of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right is entitled to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company does not have any There are no outstanding bonds, debentures, notes or other obligations indebtedness of the holders of which have Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the stockholders on any matter on which holders of shares of Company Common Stock may vote. Section 4.3(a) of the Company on Disclosure Letter sets forth a complete and correct list, as of the date of this Agreement, of the total number of outstanding (A) Company Options, (B) Company Restricted Stock Units, (C) Company Restricted Stock, (D) Company Performance Shares, and (E) Company DER and (F) the number of shares of Company Common Stock subject to each outstanding Company Option, the name of the holder, the exercise price, the grant date, and the general terms and conditions including vesting provisions and exercise period of Company Options and the Company Benefit Plan under which such Company Options were granted; the number of shares of Company Common Stock subject to each outstanding award of Company Restricted Stock Units and Company Restricted Stock, the name of the holder, the grant date, and the general terms and conditions including the vesting schedule and the other material terms of each award of Company Restricted Stock Units and Company Restricted Stock, as applicable, and the Company Benefit Plan under which Company Restricted Stock Units and Company Restricted Stock, as applicable, were granted; the number of shares of Company Common Stock subject to each Company Performance Shares award, the name of the holder, the grant date, and the general terms and conditions including the vesting schedule and other material terms of such Company Performance Shares award and the Company Benefit Plan under Company Performance Shares award were granted; and any matterother rights to purchase or receive Company Common Stock granted under the Company Benefit Plans or otherwise and the names and positions of the holders, the grant date and the terms thereof and the Company Benefit Plan under which such rights were granted. There are no voting trusts other rights to purchase or other agreements or understandings to which receive the Company Common Stock granted under the Company Benefit Plans or any Subsidiary otherwise other than the Company Options, Company Restricted Stock Units, Company Restricted Stock, Company Performance Shares, and Company DERs disclosed on Section 4.3(a) of the Company is a party with respect Disclosure Letter. Immediately prior to the voting of or restricting Closing, the transfer of Company will provide to Parent a complete and correct list that contains the capital stock or other equity interests information required to be provided in Section 4.3(a) of the Company or any Subsidiary Disclosure Schedule that is correct and complete as of the CompanyClosing Date.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 45,000,000 shares of preferred stockCompany Common Stock, and 6,000,000 shares of Preferred Stock (the “Preferred Stock” and, together with no par value per share (the Company Common Stock, the “Company Preferred SharesCapital Stock”). As of At the close of business on November 268, 20192019 (the “Capitalization Date”), (Ai) 316,448,045 35,012,030 shares of Company Shares Common Stock were issued and outstanding (not including of which 67,033 shares were subject to vesting restrictions pursuant to the Company Shares Stock Plans); (ii) 2,668,786 shares of Company Common Stock were issued and held in treasury), of which 1,006,220 were Company Restricted Shares ; (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (Ciii) no Company shares of Preferred Shares Stock were issued or and outstanding, ; (Div) 4,198,845 1,529,189 shares of Company Shares Common Stock were reserved and available for issuance pursuant to the Company Stock Plans; (v) 669,899 shares of Company Common Stock were issuable upon the exercise of outstanding Company Stock Options, ; (Evi) 847,274.137 2,878,197 shares of Company Shares Common Stock were subject to outstanding Company RSUs, (F) 3,669,078 RSUs and 706,065 shares of Company Shares Common Stock were subject to outstanding Company PSAs (Performance-Vesting Awards assuming achievement of the all applicable performance measures were satisfied at the maximum level), levels of performance; (Gvii) 13,434,460 346,984 shares of Company Shares Common Stock were reserved for future issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) Company ESPP; and (Hviii) no other 7,371,788 shares of capital stock Company Common Stock were reserved for future issuance upon conversion of the Convertible Notes. Since the Capitalization Date, the Company has not issued any Company Stock Options, Company RSUs or Performance-Vesting Awards or other voting securities of the Company were equity or equity-based awards. Except as set forth in this Section 5.03(a), there are not issued, reserved for issuance or outstanding. As , and there are not any outstanding obligations of the date Company to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or any securities of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity interests in, the Company, (2y) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable forwarrants, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rightscalls, options, warrants, conversion rightsphantom stock, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments rights or other rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate any other obligation of the Company or any of its Subsidiaries to issue issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, stock or voting securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership other equity interests in, the Company or (z) any Subsidiary of rights issued by, or other obligations of, the Company or (4) obligations that are linked in any way to the price of any class of Company Capital Stock, the value of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests part of the Company or any Subsidiary dividends or other distributions declared or paid on any shares of capital stock of the Company. Section 5.03(a) of the Company Disclosure Letter sets forth an accurate list, as of the Capitalization Date, of each outstanding Company Stock Award, in each case specifying the employee ID of the holder, the type of award, the number of underlying shares of Company Common Stock, the date of grant, and, if applicable, the exercise price per share of Company Common Stock and the expiration date.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 3,200,000,000 shares of common stock, par value $0.0001, of the Company Shares (the “Company Common Stock”) and 25,000,000 100,000,000 shares of preferred stock, with no par value $0.01 per share (such preferred stock, together with the Company Common Stock, the “Company Capital Stock”), of which 4,000,000 shares are designated as Series A Junior Participating Preferred SharesStock (the “Series A Preferred Stock”) and 1,000,000 shares are designated as Series B Preferred Stock (the “Series B Preferred Stock”). As of At the close of business on November 26January 12, 20192017, (i) 1,425,934,305 shares of Company Common Stock were outstanding, none of which were held by any Company Subsidiary, (ii) 7,073,244 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans in respect of outstanding awards, including (A) 316,448,045 Company Shares were issued and outstanding (not including RSUs with respect to 137,686 shares of Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares)Common Stock, (B) 1,367,143 390,449 shares of Company Shares were held Common Stock with respect to Company DSUs that are settled in treasuryCompany Common Stock and 246,049 shares of Company Common Stock with respect to Company DSUs that are settled in cash, and (C) no Company Preferred Performance Shares were issued or outstandingwith respect to 6,299,060 shares of Company Common Stock, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures goals at maximum level, (iii) no shares of Series A Preferred Stock were outstanding and (iv) 1,000,000 shares of Series B Preferred Stock were issued and outstanding, all of which were held by a Company Subsidiary. Except as set forth above, at the maximum level)close of business on January 12, (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 262017, 2016) and (H) no other shares of capital stock of, or other equity, voting securities of or ownership interests in, the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other All outstanding shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares Capital Stock are, and all Company Shares reserved for issuance, such shares that may be issued prior to the Effective Time will be when issued upon exercise thereof or in accordance with the respective terms thereof, will beissued, duly authorized, validly issued, fully paid and non-assessablenonassessable 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 NCBCA, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or otherwise bound (other than any Contracts to which Parent or any Parent Subsidiary is a party or otherwise bound). There is no Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Capital Stock may vote (“Company Voting Debt”). Except as set forth above in this Section 5.1(b)(i)above, and for changes after as of the date hereof in compliance with Section 6.1(a), of this Agreement there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rights, options, warrants, conversion rights, convertible or exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that (x) give any Person the right to purchase, subscribe or acquire from which the Company or any Company Subsidiary is a party or by which any of them is bound (other than any Contracts, arrangements or undertakings to which Parent or any Parent Subsidiary is a party or by which any of them is bound) (x) other than as may be required by the CompanyGovernance Agreement, or (y) obligate obligating the Company or any of its Subsidiaries Company Subsidiary to issue issue, grant, deliver or sell, any or cause to be issued, granted, delivered or sold, additional shares of capital stockstock of or other equity, securities of, voting or ownership interests in, or securities any security convertible into or exchangeable or exercisable for or exchangeable into any capital stock or securities of, or other equity, voting or ownership interest in, the Company or any Company Subsidiary or any Company Voting Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, sell, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of the capital stock of the Company or any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity, voting or ownership interests in, the Company or any Company Subsidiary of the Company or (4ii) obligations vote or dispose of the Company or any Subsidiary shares of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or other equity, voting or ownership interests interest in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanySubsidiaries.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 Company Shares 100,000,000 shares, of which up to 100,000,000 shares may be shares of Common Stock and 25,000,000 up to 5,000,000 shares of which may be shares of preferred stock, with no par value $0.001 per share (the “Company Preferred Stock” and, together with the Shares, the “Company Capital Stock”). As of At the close of business on November 26April 18, 2019, (Ai) 316,448,045 Company 50,061,726 Shares were issued and outstanding (not including inclusive of 386,740 Company Shares held in treasuryRestricted Stock Awards), (ii) no shares of which 1,006,220 Company Preferred Stock were issued and outstanding, (iii) no Shares were held by the Company Restricted in its treasury, (iv) 6,521,133 Shares were reserved and available for issuance pursuant to the Company Stock Plans, including (having the same voting rights as A) 1,000,991 Shares issuable upon vesting or settlement of outstanding Company SharesRSUs (whether or not vested), (B) 1,367,143 552,153 Shares issuable upon vesting or settlement of outstanding Company Shares were held in treasuryPSUs (whether or not vested), (C) no Company Preferred 674,024 Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company OptionsOptions (whether or not vested), and (D) 1,805,000 Shares issuable in respect of outstanding Company Long-Term Incentive Shares, (Ev) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company 2,500,000 Shares were reserved for issuance pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP”), (vi) 158,116 Shares were subject to purchase under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) Warrants and (Hvii) no other Shares were reserved for issuance in respect of the “Make Whole Fundamental Change” under the Company Indenture. Except as set forth in this Section 3.3(a), at the close of business on April 18, 2019, no shares of capital stock or other voting securities of of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. As From the close of business on April 18, 2019 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by the Company of shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity interests in, the Company, (2) securities of the Company or any of its Subsidiaries interest convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, voting securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership other equity interests in, the Company, other than the issuance of Shares upon the vesting, settlement or exercise of Company RSUs, Company PSUs, Company Options, Company Long-Term Incentive Shares or any Subsidiary Warrants in each case outstanding at the close of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchasebusiness on April 18, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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) 2019 and in accordance with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companytheir terms in effect at such time.

Capital Structure. (i) The authorized capital stock of the Company AMB consists of 450,000,000 Company Shares and 25,000,000 500,000,000 shares of preferred stockAMB Common Stock and 100,000,000 shares of Preferred Stock, with no par value $0.01 per share (the “Company AMB Preferred SharesStock”). As of the close of business on November January 26, 2019, 2011 (A) 316,448,045 Company Shares 168,764,823 shares of AMB Common Stock were issued and outstanding, 8,627,029 shares of AMB Common Stock were reserved for issuance upon the exercise or payment of outstanding stock or share options, stock or share units or other equity-based awards under The Third Amended and Restated 1997 Stock Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P., and the Amended and Restated 2002 Stock Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P., each as amended (collectively, the “AMB Stock Plans”) (and no shares of AMB Common Stock were reserved for issuance upon the exercise or payment of any such awards other than under the AMB Stock Plans), and no shares of AMB Common Stock were held by Subsidiaries of AMB, (B) 9,300,000 shares of AMB Preferred Stock were issued and outstanding (not including Company Shares held in treasuryconsisting of 2,000,000 shares of Series L Cumulative Redeemable Preferred Stock, 2,300,000 shares of Series M Cumulative Redeemable Preferred Stock, 3,000,000 shares of Series O Cumulative Redeemable Preferred Stock, and 2,000,000 shares of Series P Cumulative Redeemable Preferred Stock), and no shares of which 1,006,220 AMB Preferred Stock were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasuryreserved for issuance, (C) no Company Preferred Shares 170,594,142 AMB Partnership Units were issued or and outstanding, of which 2,058,730 AMB Partnership Units were owned by the Persons and in the amounts indicated in Section 3.1(b)(i) of the AMB Disclosure Letter and 168,535,412 AMB Partnership Units were owned by AMB, and (D) 4,198,845 Company Shares 18,590,763 AMB II (Class A and B) Partnership Units were issuable upon issued and outstanding, of which 983,013 AMB II (Class B) Partnership Units were owned by the exercise of outstanding Company Options, (EPersons and in the amounts indicated in Section 3.1(b)(i) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), AMB Disclosure Letter and 17,607,750 AMB II (GClass A) 13,434,460 Company Shares Partnership Units were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstandingowned by AMB. All outstanding Company Shares are, shares of AMB Common Stock and AMB Preferred Stock and all Company Shares reserved for issuance, when outstanding AMB Partnership Units and AMB II Partnership Units have been duly authorized and validly issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, and are fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), assessable and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right not subject to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (i) The authorized share capital stock of the Company consists of 450,000,000 Company 500,000,000 Shares and 25,000,000 50,000,000 preferred shares of preferred stock, with which 20,000 have par value of $100.00 per share and 49,980,000 have no par value per share (“Company the "Preferred Shares”"), of which 5,000,000 shares of Preferred Stock having no par value have been designated as Class A Participating Preferred Shares (the "Junior Preferred Shares"). As of the close of business on November 26April 30, 2019, 2001 (A) 316,448,045 Company the "Capitalization Date"): 8,650,602 Shares were issued and outstanding (not including Company Shares held in treasury), outstanding; no shares of which 1,006,220 Preferred Stock were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company issued and outstanding; 874,687 Shares were held in the Company's treasury, (C) no Company Preferred ; and there were outstanding Rights with respect to 492,375 Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement as set forth in Section 3.3 of the applicable performance measures at Disclosure Letter; and there were outstanding rights (the maximum level), (G"Rights Agreement Rights") 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26Rights Agreement dated January 25, 2016) and (H) no other shares of capital stock or other voting securities of 2001 between the Company were issuedand Fleet National Bank, reserved for issuance or outstandingas rights agent (the "Rights Agreement"). As of Since the date of this AgreementCapitalization Date, except as set forth above in this Section 5.1(b)(i3.3 of the Disclosure Letter or in the SEC Reports (as defined in Section 3.6), there are no the Company (i) has not issued any Shares other than upon the exercise or vesting of Rights outstanding on such date, (ii) has not granted any options or rights to purchase or acquire Shares (under the Company's Share Plans or otherwise) and (iii) has not split, combined or reclassified any of its shares of capital stock or other voting securities beneficial interest. All of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares arehave been, and all Company Shares reserved for issuancethat may be issued pursuant to Rights will be, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, authorized and validly issued, issued and are fully paid and non-assessablenonassessable and are free of preemptive rights. Except as set forth above in this Section 5.1(b)(i), and for changes after 3.3 or in Section 3.3 of the date hereof Disclosure Letter or in compliance with Section 6.1(a)the SEC Reports, there are outstanding (i) no (1) shares of capital stock beneficial interest or other voting securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3ii) preemptive no securities of the Company convertible into or other outstanding rights, exchangeable for shares of beneficial interest or voting securities of the Company and (iii) no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights or other agreements or commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary Company, and no obligation of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sellissue, any capital stockshares of beneficial interest, voting securities of, or ownership interests in, or securities convertible into or exchangeable for shares of beneficial interest or exercisable for capital stock or voting securities ofof the Company, or ownership interests in, the Company or any Subsidiary and no obligation of the Company to grant, extend or enter into any subscription, warrant, option, right, convertible or exchangeable security or other similar agreement or commitment (4the items in clauses (i), (ii) and (iii) being referred to collectively as the "Company Securities"). Except as set forth in Section 3.3 of the Disclosure Letter, there are no outstanding obligations of the Company or any Subsidiary of the Company subsidiary to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanySecurities.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 300,000,000 shares of Company Shares Common Stock and 25,000,000 2,000,000 shares of preferred stock, with no par value per share (the “Company Preferred SharesStock” and, together with the Company Common Stock, the “Company Capital Stock”), of which 125,000 shares have been designated as Series A Junior Participating Preferred Stock (the “Company Series A Preferred Stock”). As of At the close of business on November 26July 8, 20192008, (Ai) 316,448,045 112,663,180 shares of Company Shares Common Stock were issued and outstanding (not including Company Shares held in treasury)outstanding, of which 1,006,220 1,712,546 were Company Restricted Shares (having and 483,563 shares were held by an employee stock ownership plan trust under the same voting rights as Company Shares)Company’s Savings and Investment Plan, Plan No. 020, (B) 1,367,143 Company Shares were held in treasury, (Cii) no shares of Company Preferred Shares Stock were issued or outstanding, (Diii) 4,198,845 47,236,293 shares of Company Shares Common Stock were issuable upon held by the exercise Company in its treasury, (iv) 8,954,274 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, of which 3,880,914 shares were subject to issuance in payment of outstanding Company Options, (E) 847,274.137 Company Shares Stock Options and 151,905 shares were subject to issuance in payment of outstanding Company RSUs, (Fv) 3,669,078 6,604,214 shares of Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Common Stock were reserved for issuance under upon exercise of warrants to purchase shares of Company Common Stock (the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and “Warrants”) issued pursuant to the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated Warrant Agreement, dated as of May 26July 27, 2016) 1999, between the Company and The Chase Manhattan Bank, as warrant agent (the “Warrant Agreement”), and (Hvi) 148,732 shares of Company Common Stock were reserved for issuance upon conversion of the Company’s 8% Convertible Subordinated Debentures due 2010 (the “Convertible Debentures”) issued pursuant to the Indenture, dated as of August 15, 1985, between the Company and Bankers Trust Company, as trustee, (the “Convertible Debentures Indenture”). Except as set forth in this Section 3.03(a), at the close of business on July 8, 2008, no other shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. As of the date of this AgreementAfter July 8, except as set forth above in this Section 5.1(b)(i)2008, there are have been no other issuances by the Company of shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity or voting interests in, the Company, (2) securities other than the issuance of Company Common Stock upon the exercise of Company Stock Options or pursuant to Company RSUs, in each case outstanding at the close of business on July 8, 2008 and in accordance with their terms on July 8, 2008, or upon the exercise of the Warrants or the conversion of the Convertible Debentures, in each case in accordance with their terms on July 8, 2008. Except as set forth in Section 3.03 of the Company Disclosure Letter, there are no outstanding stock appreciation, “phantom” stock, profit participation or dividend equivalent rights or similar rights with respect to the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanySubsidiary.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company 2,000,000,000 Shares and 25,000,000 80,000,000 shares of preferred stock, with no par value $0.01 per share (such preferred stock, the “Company Preferred SharesStock”). As of At the close of business on November 26March 15, 20192016, (A) 316,448,045 Company (1) 400,383,243 Shares were issued and outstanding and (not including 2) 332,946 Shares were held by the Company Shares held in its treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company 1,665,210.09 Shares were held in treasuryissuable upon settlement or vesting of outstanding Company RSUs (other than Company PSUs), (C) no Company Preferred 1,117,352 Shares were issued issuable upon settlement or outstandingvesting of outstanding Company PSUs (assuming achievement of applicable performance goals at target value), (D) 4,198,845 332,740.523 Company Shares Phantom Units were issuable upon the exercise of outstanding Company Options, and (E) 847,274.137 no shares of Company Shares Preferred Stock were subject to issued or outstanding or held by the Company RSUsin its treasury. Except as set forth above, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as close of May 26business on March 15, 2016) and (H) , no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance issued or outstanding. As of Since March 15, 2016 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), (x) there are have been no other issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of Shares pursuant to the exercise of purchase rights under the Company issuedESPP or vesting of Company RSUs, reserved for issuance Company PSUs or outstandingCompany Phantom Units, in each case outstanding as of March 15, 2016, and (y) there have been no issuances by the Company of options, warrants, other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Shares. All outstanding Company Shares are, and all Company Shares reserved for issuance, such shares that may be issued prior to the Effective Time will be when issued upon exercise thereof or in accordance with the respective terms thereof, will beissued, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), nonassessable and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right not subject to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 100,000,000 Company Shares, of which 40,646,001 Company Shares were issued and 25,000,000 outstanding as of July 7, 2011, and 5,000,000 shares of preferred stockPreferred Stock, with no par value per share (the “Company Preferred Shares”). As , none of which were outstanding as of the close date of business on November 26this Agreement. Other than as set forth in Section 5.1(b) of the Company Disclosure Letter, 2019, (A) 316,448,045 no shares were held in treasury by the Company or its Subsidiaries. All of the outstanding Company Shares were have been duly authorized and validly issued and outstanding (not including are fully paid and nonassessable. The Company has no Company Shares held in treasury)or Company Preferred Shares reserved for issuance, except that as of July 7, 2011, there were an aggregate of 21,700,000 Company Shares reserved for issuance, of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 3,905,925 Company Shares were subject to outstanding awards pursuant to the Company RSUsStock Plans, (F) 3,669,078 of which 2,838,776 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level)options, (G) 13,434,460 1,045,751 Company Shares were reserved for issuance under issued in the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan form of restricted stock (as amended and restated as of May 26, 2016“Company Restricted Shares”) and 28,194 Company Shares were subject to outstanding rights to receive Company Shares, the value of which is determined by reference to Company Shares (H) no other shares of capital stock or other voting securities of the Company were issuedeach a “Common Stock Unit”). From July 7, reserved for issuance or outstanding. As of 2011 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issuedhas not issued any Company Shares except pursuant to the exercise of Company Options, reserved for issuance Company Restricted Shares and the settlement of Common Stock Units outstanding on July 7, 2011 in accordance with their terms and since July 7, 2011, the Company has not issued any Company Options, Company Restricted Shares or outstandingCommon Stock Units. All outstanding compensatory grants of Company Shares are, and all Common Stock Units were made under the Company Stock Plans. Upon any issuance of Company Shares reserved for issuancepursuant to any Company Options or Common Stock Units, when issued upon exercise thereof or in accordance with the respective terms thereof, such Shares will be, be duly authorized, validly issued, fully paid and non-assessablenonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a5.1(b), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue issue, redeem, purchase or sell, sell any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for shares of capital stock or other securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, its Subsidiaries or any securities or obligations convertible or exchangeable into or exchangeable or exercisable for any capital stock or securities offor, or ownership interests ingiving any Person a right to subscribe for or acquire, any securities or other equity interest or voting interest of the Company or any Subsidiary of the Companyits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders shareholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 (A) 60,000,000 Company Shares and 25,000,000 Shares, par value $0.20 per share, (B) 25,000 shares of preferred stockstock of the Company, with no par value $100.00 per share (the “Company Preferred SharesStock”) and (C) 475,000 shares of serial preferred stock of the Company, par value $1.00 per share (the “Company Serial Preferred Stock”). As of At the close of business on November 26October 5, 2019, 2018 (Athe “Capitalization Date”): (i) 316,448,045 29,453,140 Company Shares were issued and outstanding outstanding; (not including ii) no shares of Company Shares held in treasury), Preferred Stock were issued and outstanding; (iii) no shares of which 1,006,220 Company Serial Preferred Stock were Company Restricted Shares issued and outstanding; (having the same voting rights as Company Shares), (Biv) 1,367,143 3,737,327 Company Shares were held by the Company in its treasury, ; (Cv) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 1,162,730 Company Shares were issuable subject to issuance upon the exercise of outstanding Company Options, Options (Ewhether or not presently exercisable); (vi) 847,274.137 100,227 Company Shares were subject to issuance upon the settlement of outstanding Company RSUs, ; (Fvii) 3,669,078 115,083 Company Shares were subject to issuance upon the settlement of outstanding Company PSAs (PSUs assuming achievement of the applicable performance measures at the maximum level), target levels; (Gviii) 13,434,460 2,120,585 Company Shares were reserved for the future grant of Company Equity Awards under the Company Stock Plans; and (ix) 438,111 Company Shares were reserved for the future issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other shares of capital stock Company ESPP or other voting securities for purposes of the Company were issued, reserved for issuance or outstandingXXXX Scheme. As From the close of business on the Capitalization Date to the date of this Agreement, the Company has not issued or granted any Equity Securities except as set forth above in this on Section 5.1(b)(i), there are no other shares of capital stock or other voting securities 3.03(a) of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanyDisclosure Letter.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of the Company consists of 450,000,000 Company 120,000,000 Shares, of which 35,662,450 Shares are issued and 25,000,000 outstanding and 4,000,000 shares of preferred stockPreferred Stock, with no par value $0.001 per share (“Company the "Preferred Shares”). As of the close of business on November 26, 2019, (A) 316,448,045 Company Shares were issued and outstanding (not including Company Shares held in treasury"), of which 1,006,220 were none are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company Restricted has no Shares or Preferred Shares subject to issuance, except (having A) 1,000,000 Preferred Shares, designated Series A Junior Participating Preferred Stock, subject to issuance upon exercise of the same voting rights (the "Company Rights") issued pursuant to the Rights Agreement, dated as of March 6, 2002 (the "Company SharesRights Agreement"), between the Company and EquiServe Trust Company, N. A., as Rights Agent, (B) 1,367,143 Company 5,208,333 Shares were held in treasurysubject to issuance upon conversion of the Company's 5.25% Convertible Subordinated Notes due September 1, 2008 (the "Convertible Notes"), of which Convertible Notes with an aggregate principal face amount of $150,000,000 are issued and outstanding, (C) no Company Preferred 18,261,503 Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other shares of capital Company's stock option or other voting securities equity-based compensation plans identified in Section 5.1(b)(i) of the Company were issuedDisclosure Letter (collectively, reserved for issuance or outstanding. As the "Company Stock Option Plans"), of which options to acquire not more than 6,876,252 Shares are outstanding as of the date of this Agreement, except and (D) 480,775 Shares reserved for issuance under the Company's 1995 Employee Stock Purchase Plan. Section 5.1(b) of the Company Disclosure Letter sets forth a correct and complete list of each outstanding option to purchase Shares under the Company Stock Plans, as set forth above in this Section 5.1(b)(ihereinafter defined (each a "Company Option"), there are no other as of April 26, 2002, including the holder, date of grant, exercise price and number of Shares subject thereto. All issued and outstanding shares of capital stock or other voting securities of each of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, Company's Subsidiaries are duly authorized, validly issued, fully paid and non-assessablenonassessable and, except for directors' qualifying shares, owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance, other than immaterial liens which do not affect the Company's right, title and interest in and to such shares or securities. Except as set forth above or as disclosed in Section 5.1(b) of the Company Disclosure Letter or as specifically permitted by this Section 5.1(b)(i), and for changes after Agreement or the date hereof in compliance with Section 6.1(a)Schedules hereto, there are no (1) shares of capital stock of the Company authorized, issued or outstanding and except as set forth above, there are no preemptive rights nor any outstanding subscriptions, options, warrants, rights, convertible securities or other securities of, agreements or ownership interests in, commitments of any character to which the Company, (2) Company or any of its Subsidiaries is a party or may be bound relating to the issued or unissued capital stock or other securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable forSubsidiaries. Except for the Convertible Notes referred to above, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in neither the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or nor any of its Subsidiaries to issue or sell, has outstanding any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company or any of its Subsidiaries on any mattermatter ("Company Voting Debt"). There are no voting trusts Except for Shares (or other agreements or understandings options to which purchase Shares) issued pursuant to the Company Stock Option Plans and Company's 1995 Employee Stock Purchase Plan (such plans and agreements collectively, the "Company Stock Plans"), at or after the Effective Time, neither the Surviving Corporation nor Parent nor their respective affiliates will have any current or future obligation to issue, transfer or sell any shares or securities of the Surviving Corporation, Parent or any Subsidiary of the Company is a party with respect their respective affiliates pursuant to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary Compensation and Benefit Plan (as defined in Section 5.1(h)(i)) of the Company.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 Company 250,000,000 Shares and 25,000,000 10,000,000 shares of preferred stock, with no par value per share $0.001 (the “Company Preferred Stock” and, together with the Shares, the “Company Capital Stock”). As of At the close of business on November 26October 10, 20192018, (Ai) 316,448,045 Company 47,088,791 Shares were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) no Shares were held by the Company in its treasury, (iv) 14,178,734 Shares were reserved and available for issuance pursuant to the Company Stock Plans, including (A) 931,635 Shares issuable upon vesting or settlement of outstanding Company RSUs (whether or not including vested and whether or not granted under the Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), Stock Plans) and (B) 1,367,143 Company 7,629,528 Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, Options (E) 847,274.137 whether or not vested and whether or not granted under the Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum levelStock Plans), (Gv) 13,434,460 Company 1,213,589 Shares were reserved for issuance pursuant to the ESPP, and (vi) approximately 102,658 Shares are estimated to be subject to outstanding purchase rights under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan ESPP (assuming the closing price per Share as reported on the purchase date for the Current Purchase Period is equal to the closing price per Share on October 10, 2018 and employee contributions continue until such purchase date at the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated levels in place as of May 26the date immediately preceding the date of this Agreement). Except as set forth in this Section 3.3(a), 2016) and (H) at the close of business on October 10, 2018, no other shares of capital stock or other voting securities of of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. As From the close of business on October 10, 2018 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by the Company of shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity interests in, the Company, (2) securities other than the issuance of Shares upon the vesting or settlement of Company or any RSUs and the issuance of its Subsidiaries convertible into or exchangeable or exercisable forShares upon the exercise of Company Options, or giving any Person a right to subscribe for or acquirein each case, any shares outstanding at the close of capital stock or other securities of or ownership interests business on October 10, 2018 and in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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) accordance with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companytheir terms in effect at such time.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 1,500,000,000 shares of Company Shares Common Stock and 25,000,000 50,000,000 shares of preferred stock, with no par value $0.01 per share (the “Company Preferred SharesStock” and together with the Company Common Stock, the “Company Capital Stock”). As of At the close of business on November 26April 25, 20192011, (i) 57,512,633 shares of Company Common Stock were issued and outstanding, of which 22,814 were Company Restricted Shares, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 6,568,656 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, of which (A) 316,448,045 Company Shares were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares 2,575,038 shares were issuable upon the exercise of outstanding Company Options, Stock Options and (EB) 847,274.137 Company Shares 2,588,185 shares were subject to potentially issuable under outstanding Company RSUs, (F) 3,669,078 including performance-based Company Shares were subject to outstanding RSUs and Annual Incentive Company PSAs (assuming achievement of the applicable performance measures at the maximum level)RSUs, (Giv) 13,434,460 73,271 shares of Company Shares Common Stock were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan Company Amended and the AK Steel Holding Corporation Restated Employee Stock Incentive Purchase Plan (as amended the “Company ESPP”), and restated as (v) (x) 44,132 shares of Company Common Stock were reserved for issuance upon conversion of the Company’s 3.0% Convertible Senior Notes due May 2615, 20162012 (the “Company Convertible Notes”) and (Hy) the Conversion Rate (as defined in the indenture governing the terms of the Company Convertible Notes) was 14.2086 shares of Company Common Stock per $1,000 principal amount of Company Convertible Notes and no other adjustments had been made to the table or any amount therein set forth in section 10.13(c) of such indenture since the execution of such indenture. Except as set forth in this Section 4.03(a), at the close of business on April 25, 2011, no shares of capital stock or other voting securities of of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. As From the close of business on April 25, 2011 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by the Company of shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity interests in, the Company, (2) securities other than the issuance of Company Common Stock upon the exercise of Company or any Stock Options outstanding at the close of its Subsidiaries convertible into or exchangeable or exercisable forbusiness on April 25, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests 2011 and in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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) accordance with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companytheir terms in effect at such time.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 Company 175,000,000 Shares and 25,000,000 shares of preferred stock, with no par value per share $0.01 (the “Company Preferred Stock” and, together with the Shares, the “Company Capital Stock”). As of At the close of business on November 26September 5, 20192018, (Ai) 316,448,045 Company 36,968,909 Shares were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) no Shares were held by the Company in its treasury, (iv) 3,804,345 Shares were reserved and available for issuance pursuant to the Company Stock Plan, including (A) 602,763 Shares issuable upon vesting or settlement of outstanding Company RSUs (whether or not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), vested) and (B) 1,367,143 Company 579,083 Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise vesting or settlement of outstanding Company Options, PSUs (Ewhether or not vested) 847,274.137 Company Shares were subject to outstanding Company RSUs, and (Fv) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company 1,000,000 Shares were reserved for issuance under pursuant to the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Company’s Employee Stock Incentive Purchase Plan (the “ESPP”). Except as amended and restated as set forth in this Section 3.3(a), at the close of May 26business on September 5, 2016) and (H) 2018, no other shares of capital stock or other voting securities of of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. As From the close of business on September 5, 2018 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by the Company of shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity interests in, the Company, (2) securities other than the issuance of Shares upon the vesting or settlement of Company RSUs or any Company PSUs, in each case outstanding at the close of its Subsidiaries convertible into or exchangeable or exercisable forbusiness on September 5, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests 2018 and in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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) accordance with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companytheir terms in effect at such time.

Capital Structure. (ia) The authorized capital stock of the Company Pine consists of 450,000,000 Company Shares 1,250,000,000 shares of Pine Common Stock and 25,000,000 200,000,000 shares of preferred stock, with no par value $0.01 per share (the “Company Pine Preferred SharesStock” and together with the Pine Common Stock, the “Pine Capital Stock”). As of At the close of business on November 26October 23, 20192008, (i) 142,133,922 shares of Pine Common Stock were issued and outstanding, of which none were subject to restrictions based on performance or continuing service, (ii) no shares of Pine Preferred Stock were issued and outstanding, (iii) 11,791,339 shares of Pine Common Stock were held by Pine in its treasury, (iv) 15,999,400 shares of Pine Common Stock were reserved and available for issuance pursuant to the Pine Stock Plans, of which (A) 316,448,045 Company Shares 6,731,618 shares were issued issuable upon exercise of outstanding Pine Stock Options and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares 1,649,119 shares were issuable upon vesting of Pine Restricted Stock Units assuming, for Pine Restricted Stock Units for which the exercise of outstanding Company Optionsperformance adjustment period has not elapsed, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures goals at the maximum level), “target” and (Gv) 13,434,460 Company Shares 745,936 shares of Pine Common Stock were reserved for issuance under pursuant to the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Pine 2008 Employee Stock Incentive Purchase Plan (the “Pine ESPP”). Except as amended and restated as set forth in this Section 4.03(a), at the close of May 26business on October 23, 2016) and (H) 2008, no other shares of capital stock or other voting securities of the Company of, or other equity interests in, Pine were issued, reserved for issuance or outstanding. As From the close of business on October 23, 2008 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by Pine of shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity interests in, Pine, other than the Company, (2) securities issuance of Pine Common Stock upon the Company or any exercise of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments Pine Stock Options or rights under the Pine ESPP or upon the vesting of any kind that (x) give any Person Pine Restricted Stock Units, in each case outstanding at the right to purchaseclose of business on October 23, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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) 2008 and in accordance with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companytheir terms in effect at such time.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 450,000,000 500,000,000 shares of Company Shares Common Stock and 25,000,000 50,000,000 shares of preferred stock, with no par value $0.01 per share (the “Company Preferred SharesStock”). As of At the close of business on November 26April 14, 20192024 (such date and time, the “Measurement Date”), (Ai) 316,448,045 76,535,644 shares of Company Shares Common Stock were issued and outstanding (not including Company Shares held in treasury), 61,779 of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (Bii) 1,367,143 no shares of Company Shares Preferred Stock were issued and outstanding, (iii) 0 shares of Company Common Stock were held by the Company in its treasury, (Civ) no (A) 3,641,509 shares of Company Preferred Shares Common Stock were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of subject to outstanding Company Stock Options, (EB) 847,274.137 3,563,287 shares of Company Shares Common Stock were subject to outstanding Company RSUs, and (FC) 3,669,078 1,542,760 shares of Company Shares Common Stock were subject to outstanding Company PSAs PSUs (assuming achievement of the any applicable performance measures criteria at actual performance levels for Company PSUs (or portions thereof) for which the maximum levelperformance period has been completed prior to the date hereof and at target levels for all other Company PSUs (or portions thereof)), (Gv) 13,434,460 23,447 Phantom RSUs issued and outstanding, (vi) 69,800 Phantom Options issued and outstanding, (vi) an additional 2,218,345 shares of Company Shares Common Stock were reserved and available for issuance pursuant to the Company Stock Plan (for the avoidance of doubt, not including the shares of Company Common Stock subject to the Company Equity Awards set forth above), and (vii) 803,716 shares of Company Common Stock were reserved and available for issuance pursuant to the Company ESPP and 164,294 shares of Company Common Stock were subscribed and/or currently estimated to be subscribed for under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and Company ESPP during the AK Steel Holding Corporation Stock Incentive Plan current offering period immediately prior to the date hereof. As of the Measurement Date, no (as amended and restated as of May 26, 2016A) and (H) no other shares of capital stock or other voting securities of, (B) other equity or voting interests in, (C) securities convertible into or exchangeable for capital stock, voting securities or other equity interests in, (D) stock appreciation rights, performance shares, “phantom” stock rights, or other rights that give the holder thereof any economic or voting interest of a nature that would accrue to the holders of capital stock in, or (E) options, warrants, subscriptions or other rights to acquire or receive capital stock, voting securities or other equity interests or rights referred to in clause (A), (B), (C) and (D) (clauses (A), (B), (C), (D), or (E) collectively, “Equity Interests”) of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, outstanding except as set forth above in this Section 5.1(b)(i3.02(a), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company (i) 30,000,000 Shares and 25,000,000 (ii) 5,000,000 shares of preferred stock, with no par value per share (“Company the "Preferred Shares”Stock"). As of At the close of business on November 26December 13, 2019, 1996: (Ai) 316,448,045 Company 12,733,467 Shares were issued and outstanding (not including Company Shares held in treasury)outstanding, of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company 1,863,190 Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject reserved for issuance pursuant to outstanding Company RSUsStock Options, (F) 3,669,078 Company and 4,312,500 Shares were subject to outstanding Company PSAs (assuming achievement reserved for issuance upon conversion of the applicable performance measures at the maximum level), outstanding Convertible Notes and (Gii) 13,434,460 Company Shares no shares of Preferred Stock were outstanding and 18,909,157 shares of Series A Junior Preferred Stock were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated Rights Agreement dated as of May 26December 12, 2016) 1990 between the Company and First Chicago Trust Company of New York (H) the "Rights Agreement"). Except as set forth above, at the close of business on December 13, 1996, no other shares of capital stock or other voting equity securities of G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 6 the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other All outstanding shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all shares which may be issued pursuant to the Company Shares reserved for issuanceStock Plan or any outstanding Company Stock Options will be, when issued upon exercise thereof or in accordance with the respective terms thereof, will beissued, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to preemptive rights. Except as set forth above in this Section 5.1(b)(i)for $86,250,000 principal amount of Convertible Notes, and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company does not have any outstanding bonds, debentures, notes or other obligations indebtedness of the holders Company or any subsidiary of which have the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which the stockholders of the Company on or any mattersubsidiary of the Company may vote are issued or outstanding. There Except as disclosed in Section 2.2 of the Disclosure Schedule dated the date hereof and delivered by the Company to Conseco concurrently herewith (the "Disclosure Schedule"), all the outstanding shares of capital stock of each subsidiary of the Company have been validly issued and are no voting trusts fully paid and nonassessable and are owned by the Company, by one or more subsidiaries of the Company or by the Company and one or more such subsidiaries, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") except as may be provided by law. Except as set forth above or in Section 2.2 of the Disclosure Schedule, neither the Company nor any subsidiary of the Company has any outstanding option, warrant, subscription or other agreements right, agreement or understandings to commitment which either (i) obligates the Company or any Subsidiary subsidiary of the Company is a party with respect to the voting of issue, sell or restricting the transfer transfer, repurchase, redeem or otherwise acquire or vote any shares of the capital stock or other equity interests of the Company or any Subsidiary subsidiary of the Company or (ii) restricts the transfer of Shares. Except as disclosed in Section 2.2 of the Disclosure Schedule, no issued and outstanding Shares are owned by the Company's subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 35,000,000 shares of Company Shares Common Stock and 25,000,000 2,000,000 shares of preferred stock, with no par value $.01 per share (“Company Preferred SharesStock”). As of At the close of business on November 26March 2, 20192005, (Ai) 316,448,045 14,445,563 shares of Company Shares Common Stock were issued and outstanding outstanding, (not including ii) no shares of Company Shares Common Stock were held by the Company in its treasury, (iii) 7,269,604 shares of Company Common Stock were reserved for issuance pursuant to the Amended and Restated 1996 Equity Compensation Plan of the Company and the 1999 Employee Stock Purchase Plan of the Company (the “ESPP”, and such plans collectively, the “Company Stock Plans”), of which 1,006,220 were 4,873,628 shares of Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares Common Stock were subject to outstanding Company RSUsStock Options, (Fiv) 3,669,078 Company Shares were subject to outstanding Company PSAs other than as set forth in clause (assuming achievement of the applicable performance measures at the maximum levelv), no shares of Company Preferred Stock were issued or outstanding or were held by the Company in its treasury and (Gv) 13,434,460 50,000 shares of Company Preferred Stock designated as Series A Junior Participating Preferred Shares were reserved for issuance under in connection with the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and rights (the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated “Rights”) to be issued pursuant to the Rights Agreement dated as of May 26July 31, 2016) 2001, between the Company and American Stock Transfer & Trust Company, as rights agent (H) the “Rights Agreement”). Except as set forth above in this Section 3.01(c), at the close of business on March 2, 2005, no other shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding shares of Company Common Stock or Company Preferred Stock subject to vesting or restrictions on transfer, stock appreciation rights (“SARs”), “phantom” stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than Company Stock Options) that are linked to the value of Company Common Stock (collectively, but exclusive of rights under the ESPP, “Company Stock-Based Awards”). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of March 2, 2005, of all outstanding options to purchase shares of Company Common Stock (collectively, but exclusive of rights under the ESPP, “Company Stock Options”) under the Company Stock Plans or otherwise, the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. All (i) outstanding shares of Company Common Stock in respect of which the Company has a right under specified circumstances to repurchase such shares by the Company at a fixed purchase price and (ii) Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent with such forms. There are no Company Stock Options intended to qualify as an “incentive stock option” under Section 422 of the Code, and the exercise price of each Company Stock Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option. As of the close of business on March 2, 2005, there were outstanding Company Stock Options to purchase 3,962,148 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $19.21. The maximum number of shares of Company Common Stock that could be purchased with accumulated payroll deductions under the ESPP at the close of business of July 29, 2005 is 25,000, which number was calculated assuming (A) the fair market value of a share of Company Common Stock on such date is equal to the Merger Consideration and payroll deductions continue at the current rate, (B) not giving effect to any limitation contained in the ESPP as to the number of shares that a participant may purchase in any given period and (C) excluding any individuals that are on leave from their employment with the Company as of the date of this Agreement. Each Company Stock Option may, except as set forth above by its terms, be canceled in this connection with the transactions contemplated hereby for a lump sum cash payment in accordance with and to the extent required by Section 5.1(b)(i5.04(a), there are no other . All outstanding shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all shares which may be issued pursuant to the Company Shares reserved for issuanceStock Options or rights under the ESPP will be, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 5.1(b)(i3.01(c), and for changes after the date hereof in compliance with Section 6.1(a), (x) there are no not issued, reserved for issuance or outstanding (1A) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other voting securities of or ownership equity interests in the Company or any Subsidiary of the Company, (3B) preemptive any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other outstanding rights, options, voting securities or equity interests of the Company or (C) any warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments options or other rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary Company, and no obligation of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sellissue, any capital stock, securities ofvoting securities, or ownership equity interests in, or securities convertible into or exchangeable or exercisable for capital stock or voting securities of, or ownership interests in, the Company or any Subsidiary of the Company or and (4y) there are not any outstanding obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock such securities or securities ofto issue, deliver or sell, or ownership interests incause to be issued, delivered or sold, any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Companysuch securities. The Company does is 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party to any voting agreement with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companysuch securities.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 1,150,000,000 shares of Company Shares Common Stock, 144,118,820 shares of Class B Common Stock, $.01 par value ("Company Class B Common Stock") and 25,000,000 50,000,000 shares of preferred stock, with no par value $.01 per share share, of the Company (“"Company Authorized Preferred Stock"), of which 734,500 shares have been designated as Company Series A Junior Participating Preferred Stock ("Company Preferred Shares”Stock"). As of At the close of business on November 26August 31, 20192000: (i) 728,916,299 shares of Company Common Stock were issued and outstanding; (ii) 1,042,648 shares of Company Common Stock were held by the Company in its treasury (such shares, "Company Class A Common Treasury Stock") and no shares of Company Common Stock were held by subsidiaries of the Company; (Aiii) 316,448,045 no shares of Company Shares Class B Common Stock were issued and outstanding; (iv) no shares of Company Class B Common Stock were held by the Company in its treasury (such shares, "Company Class B Common Treasury Stock") and no shares of Company Class B Common Stock were held by subsidiaries of the Company; (v) no shares of Company Preferred Stock were issued and outstanding and 734,500 shares of Company A Preferred Stock were reserved for issuance pursuant to the Rights Agreement; (not including vi) no shares of Company Shares Preferred Stock were held by the Company in treasuryits treasury or were held by any subsidiary of the Company; (vii) 100,000,000 shares of Company Common Stock were reserved for issuance pursuant to the Company's Incentive Compensation Plan (the "Company Stock Plan"), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were 25,231,589 shares are subject to outstanding employee and non-employee director stock options ("Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum levelStock Options"), (G) 13,434,460 restricted Company Shares were reserved for issuance Common Stock or other rights to purchase or receive Company Common Stock granted under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Company Stock Incentive Plan (as amended and restated as of May 26collectively with Company Stock Options, 2016) "Company Awards"); and (Hviii) other than as set forth above, no other shares of capital stock Company Authorized Preferred Stock have been designated or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other All outstanding shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuanceshares thereof which may be issued will be, when issued upon exercise thereof or in accordance with the respective terms thereof, will beissued, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to preemptive rights. Except as set forth in this Section 3.1(c) and except for changes since August 31, 2000 resulting from the issuance of shares of Company Common Stock pursuant to Company Awards and other rights referred to above in this Section 5.1(b)(i3.1(c), and for changes after the date hereof in compliance with Section 6.1(a), (x) there are no not issued, reserved for issuance or outstanding (1A) any shares of capital stock or voting securities or other securities of, or ownership interests in, of the Company, (2B) any securities of the Company or any of its Subsidiaries Company subsidiary convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or voting securities or other securities of or ownership interests in the Company or any Subsidiary of the Company, or (3C) preemptive or other outstanding rights, options, any warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, options or, except for commitments or entered into in connection with the $515,500,000 aggregate principal amount Redeemable Hybrid Income Overnight Shares due October 16, 2002 ("RHINOs"), other rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the CompanyCompany subsidiary, or (y) obligate any obligation of the Company or any of its Subsidiaries Company subsidiary to issue or sellissue, any capital stock, voting securities of, or other ownership interests in, or securities convertible into or exchangeable or exercisable for for, capital stock or voting securities of, or other ownership interests in, the Company or any Subsidiary of the Company or Company, and (4y) there are no outstanding obligations of the Company or any Subsidiary of the Company subsidiary to repurchase, redeem or otherwise acquire any such securities or, except for commitments entered into in connection with the RHINOs, to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstanding (A) securities of the Company or any Company subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities ofor other ownership interests in any Company subsidiary, (B) warrants, calls, options or other rights to acquire from the Company or any Company subsidiary, or any obligation of the Company or any Company subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for for, any capital stock stock, voting securities or securities of, or other ownership interests in, the any Company subsidiary or any Subsidiary of the Company. The Company does not have any outstanding bonds, debentures, notes or other (C) 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary Company subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Company subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. To the Company's knowledge, neither the Company nor any Company subsidiary is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of Company Stock Options, antidilutive rights with respect to, any securities of the Companytype referred to in the two preceding sentences.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of the Company consists of 450,000,000 Company 50,000,000 Shares and 25,000,000 1,000,000 shares of preferred stockPreferred Stock, with no $.01 par value per share (“Company "Preferred Shares”Stock"). As of At the close of business on November 26September 30, 2019, 1996: (Ai) 316,448,045 Company 17,749,158 Shares were issued and outstanding outstanding; (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (Cii) no Company shares of Preferred Shares Stock were issued or and outstanding, ; (Diii) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company 1,838,190 Shares were reserved for issuance pursuant options outstanding under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and Stock Option Plans; (iv) 290,219 Shares remain available for issuance pursuant to the AK Steel Holding Corporation Stock Incentive Plan 1990 ESPP, (as amended and restated as v) except for the issuance of May 26Shares pursuant to the exercise of the Options, 2016there are no employment, executive termination or similar agreements providing for the issuance of Shares; (vi) 645,184 Shares were held by the Company; and (Hvii) no bonds, debentures, notes or other instruments or evidence of indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which the Company stockholders may vote ("Company Voting Debt") were issued or outstanding. Since September 30, 1996, no additional Shares have been made available for issuance under the 1990 ESPP. As of September 30, 1996, the total amount of funds on deposit in all participants' withholdings accounts for the current Offer Period under the 1990 ESPP was $416,000. All outstanding Shares are validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights. No Shares are owned by any Subsidiary of the Company. Except as set forth on Schedule 4.1(b), all outstanding shares of capital stock of the Subsidiaries of the Company are owned by the Company or a direct or indirect Subsidiary of the Company, free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth in this Section 4.1(b) and except for changes since September 30, 1996 resulting from the exercise of employee stock options granted prior to such date pursuant to the Stock Option Plans or from the issuance of Shares under the 1990 ESPP as contemplated by Section 3.5(b) of this Agreement and except for the potential issuance of options to purchase up to 75,000 Shares that may be granted in connection with an offer of employment outstanding on the date of this Agreement, there are outstanding: (i) no shares of capital stock, Company Voting Debt or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are Company; (ii) no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchaseconvertible into, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any for, shares of capital stock stock, Company Voting Debt or other voting securities of, or ownership interests in, of the Company or any Subsidiary of the Company. The Company does not have any outstanding bonds; and (iii) no options, debentureswarrants, notes calls, rights (including preemptive rights), commitments 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of by which it is bound, in any case obligating the Company or any Subsidiary of the Company 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 Company Voting Debt or other voting securities of the Company or of any Subsidiary of the Company., or obligating the Company or any Subsidiary of the Company to grant, extend or

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 100,000,000 shares of Company Shares Common Stock and 25,000,000 5,000,000 shares of preferred stock, with no par value $0.01 per share (the “Company Preferred SharesStock” and together with the Company Common Stock, the “Company Capital Stock”). As of At the close of business on November 26December 31, 20192016, (Ai) 316,448,045 32,240,404 shares of Company Shares Common Stock were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (Dii) 4,198,845 no shares of Company Shares Preferred Stock were issuable upon the exercise of outstanding Company Optionsissued and outstanding, (Eiii) 847,274.137 4,485,836 shares of Company Shares Common Stock were subject reserved and available for issuance pursuant to outstanding the Company RSUs, Stock Plans and (Fiv) 3,669,078 612,813 shares of Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Common Stock were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Company Employee Stock Incentive Purchase Plan (as amended and restated as the “Company ESPP”). At the close of May 26business on December 31, 2016, there were (A) 819,764 shares issuable upon settlement of outstanding Company RSUs and (HB) 97,912 shares potentially issuable under outstanding Company PSUs. Except as set forth in this Section 4.03(a), at the close of business on December 31, 2016, no other shares of capital stock or other voting securities of of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. As From the close of business on December 31, 2016 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by the Company of shares of capital stock or other voting securities of, or other equity interests in, the Company, other than the issuance of Company Common Stock upon the settlement of Company issuedRSUs or Company PSUs outstanding at the close of business on December 31, reserved for issuance or outstanding. All outstanding Company Shares are, 2016 and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective their terms thereof, will be, duly authorized, validly issued, fully paid and non-assessablein effect at such time. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a4.03(a), there are no not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (1x) shares of any capital stock of the Company or other securities of, any Company Subsidiary or ownership interests in, the Company, (2) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or ownership other equity interests in, the Company or any Subsidiary of Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from the Company or (4) obligations any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary of the Company to repurchaseissue, redeem deliver or otherwise acquire sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership other equity interests in, the Company or any Company Subsidiary of the Company. The Company does not have or (z) any outstanding bonds, debentures, notes rights issued by 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary (whether payable in cash, stock or otherwise).

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 30,000,000 shares of preferred stockCompany Common Stock, with no 800,000 shares of Class A Preferred Stock, $1.00 par value, and 2,000,000 shares of Class B Preferred Stock, $1.00 par value, of which (i) 333,333 shares have been designated as Class B Preferred Stock, Series 1987, $1.00 par value, (ii) 152,321 shares have been designated as Series C Preferred Stock, $1.00 par value, (iii) 100,000 shares have been designated as Series 1996 Preferred Stock, $1.00 par value, (iv) 100,000 shares have been designated as Series 1997 Preferred Stock, $1.00 par value per share and (“v) 4,000 shares have been designated as Series 1997-A Preferred Stock (collectively, the "COMPANY PREFERRED STOCK"). At the close of business on April 8, 2003, (i) 9,304,159 shares of Company Common Stock were issued and outstanding, (ii) 193,850 shares of Company Common Stock were held by the Company in its treasury and (iii) no shares of Company Preferred Shares”)Stock were issued and outstanding or held in the Company's treasury. As All issued and outstanding shares of Company Common Stock are duly authorized, validly issued and fully paid and nonassessable. SCHEDULE 4.01(C) sets forth a complete and correct list, as of the close of business on November 26April 8, 20192003, (A) 316,448,045 Company Shares were issued of the plans pursuant to which Options have been granted and are outstanding (not including Company Shares held in treasurythe "COMPANY STOCK PLANS"), the number of which 1,006,220 were shares of Company Restricted Shares (having Common Stock subject to Options and Warrants, and the same voting rights exercise prices thereof. Except as Company Sharesset forth on SCHEDULE 4.01(C), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement as of the applicable performance measures at close of business on April 8, 2003, there were no outstanding securities, options, warrants, calls, rights or agreements to which the maximum level)Company or any of its subsidiaries is a party obligating the Company or any of its subsidiaries to issue, (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26deliver, 2016) and (H) no other sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstandingof any of its subsidiaries. As of the date close of this Agreementbusiness on April 8, except as set forth above in this Section 5.1(b)(i)2003, there are were no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities contractual obligations of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of its subsidiaries. The Company has made available to Purchaser a complete and correct copy of the CompanyRights Agreement dated as of August 1, 1995, as amended to date (the "COMPANY RIGHTS AGREEMENT"), between the Company and the rights agent thereunder relating to rights to purchase Company Common Stock (the "COMPANY RIGHTS"). All outstanding shares of Company Common Stock are duly included for trading on the Nasdaq SmallCap Market.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 115,000,000 shares of Company Shares Common Stock and 25,000,000 1,000,000 shares of preferred stock, with no without par value, of the Company (the "Company Authorized Preferred Stock"), of which 175,000 shares have been designated as Series A Junior Participating Preferred Stock, par value $1.00 per share (“the "Company Junior Preferred Shares”Stock"). As of At the close of business on November 2620, 2019, 1997: (Ai) 316,448,045 54,883,087 shares of Company Shares Common Stock were issued and outstanding outstanding; (not including ii) 8,405,267 shares of Company Shares Common Stock were issued and held by the Company in its treasury; (iii) 175,000 shares of Company Junior Preferred Stock were reserved for issuance pursuant to the Rights Agreement; (iv) 13,065,951 shares of Company Common Stock were reserved for issuance pursuant the stock-based plans identified in Section 3.2(c) of the Company Disclosure Schedule (such plans, collectively, the "Company Stock Plans"), of which 1,006,220 were (A) 8,678,216 shares are subject to issuance pursuant to outstanding employee or director stock options granted under the Company Restricted Shares (having the same voting rights as Company Shares)Stock Plans, (B) 1,367,143 Company Shares were held in treasuryup to 55,000 shares are subject to purchase under the Company's 1997 Employee Stock Purchase Plan (the "ESPP") based on employee elections made through the date hereof, (C) no other shares are issuable pursuant to existing grants, and (v) other than as set forth above, no other shares of Company Authorized Preferred Shares were Stock have been designated or issued. All outstanding shares of capital stock of the Company are, and all shares thereof which may be issued or outstandingwill be, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Optionswhen issued, (E) 847,274.137 Company Shares were duly authorized, validly issued, fully paid and nonassessable and not subject to outstanding preemptive rights. Except as set forth in this Section 3.2(c) and except for changes since November 20, 1997 resulting from the issuance of shares of Company RSUs, (F) 3,669,078 Common Stock pursuant to the Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum levelStock Options or as permitted by Section 4.1(a), (Gx) 13,434,460 Company Shares were there are not issued, reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan or outstanding (as amended and restated as of May 26, 2016A) and (H) no other any shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2B) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities ofof the Company, (C) any warrants, calls, options or ownership interests in, other rights to acquire from the Company or any Subsidiary of the Company or (4) obligations subsidiary, and any obligation of the Company or any Subsidiary of the Company subsidiary to repurchaseissue, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.stock,

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 100,000,000 shares of Common Stock, 15,000,000 shares of preferred stock, with no par value $.01 per share (“Company Preferred Shares”the "PREFERRED STOCK"), and 45,000,000 shares of excess stock, par value $.01 per share (the "EXCESS SHARES"). As of On the close of business on November 26, 2019date hereof, (Ai) 316,448,045 Company Shares 16,326,476 shares of Common Stock and 4,165,000 shares of Series A Preferred Stock were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares)outstanding, (Bii) 1,367,143 Company Shares no shares of Common Stock or Series A Preferred Stock were held by the Company in its treasury, (Ciii) no options to purchase shares of Common Stock were available for issuance to employees or directors of the Company Preferred Shares were issued or outstandingany Company Subsidiary under the Company Employee Stock Plans, (Div) 4,198,845 Company Shares 1,170,500 shares of Common Stock were issuable upon the exercise of outstanding Company Options, (Ev) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement 886,022 shares of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Common Stock were reserved for issuance under upon exchange of Oasis Martinique LLC Units , (vi) 4,165,000 shares of Common Stock were reserved for issuance upon conversion of the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Series A Preferred Stock Incentive Plan (as amended and restated as of May 26, 2016) and (Hvii) no other Excess Shares were outstanding. On the date of this Agreement, except as set forth above in this Section 3.1(c), no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As There are no outstanding stock appreciation rights relating to the capital stock of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other Company. All outstanding shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, are duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to preemptive rights. Except as set forth above in this Section 5.1(b)(i), and for changes after on SCHEDULE 3.1(c) to the date hereof in compliance with Section 6.1(a)Company Disclosure Letter, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (1or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except (A) for the Company Options and the Oasis Martinique LLC Units, (B) as set forth in SCHEDULE 3.1(c) to the Company Disclosure Letter, or (C) as otherwise permitted under Section 4.1, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which such entity is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into Company Subsidiary or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in obligating the Company or any Company Subsidiary of to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except (1) for the CompanyOasis Martinique Exchange Rights Agreement, the Oasis Martinique LLC Agreement and the Oasis Martinique Loan and Security Agreement and (32) 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 (xas set forth on SCHEDULE 3.1(c) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the CompanyDisclosure Letter, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) there are no outstanding contractual obligations of the Company or any Company Subsidiary of the Company to repurchase, redeem or otherwise acquire any shares of capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any capital stock, voting securities or other ownership interests in any Company Subsidiary or make any material investment (in the form of the Companya loan, capital contribution or otherwise) to any Person.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 shares of preferred stock(i) 150,000,000 Shares, with no par value $0.01 per share (“Company Preferred Shares”). As share, of which 67,042,381 Shares were outstanding as of the close of business on November 26September 8, 20192015 and (ii) 15,000,000 preferred shares, (A) 316,448,045 Company Shares were issued and outstanding (not including Company Shares held in treasury)par value $0.01 per share, of which 1,006,220 none were outstanding as of the close of business on September 8, 2015, and from September 8, 2015 through the date of this Agreement, the Company Restricted has not issued any Shares or preferred shares, other than Shares issued in connection with the exercise of Company Options outstanding prior to the date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. No Shares are held by any Subsidiary of the Company. As of September 8, 2015, other than 3,694,741 Shares reserved for issuance under the 2007 Long-Term Equity Incentive Plan and the 2008 Omnibus Incentive Plan (having collectively, the same voting rights as Company Shares“Stock Plans”), the Company has no Shares reserved for issuance. Section 5.1(b) of the Company Disclosure Letter sets forth (Bx) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise total number of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs RSUs and PSUs (assuming achievement maximum performance vesting of PSUs for which the applicable performance measures at period has not completed as of the maximum level)date of this Agreement) as of September 8, 2015 and (Gy) 13,434,460 a correct and complete list of all outstanding Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan Options (by grant date) as of September 8, 2015 and the AK Steel Holding Corporation Stock Incentive Plan (as amended exercise price, if applicable, with respect to each such Company Option, and restated as from September 8, 2015 through the date of May 26this Agreement, 2016) and (H) no the Company has not granted any other Company Options, RSUs or PSUs. Each of the outstanding shares of capital stock or other voting equity securities of the Company were issued, reserved for issuance or outstanding. As each of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessablenonassessable and, except as is not reasonably likely to have a Company Material Adverse Effect, owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance, other than any restrictions on transfer imposed by applicable securities Laws (each, a “Lien”). Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a)above, there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Significant Subsidiaries to issue or sell, sell any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exchangeable or exercisable for any capital stock or securities offor, or ownership interests ingiving any Person a right to subscribe for or acquire, any equity securities of the Company or any Subsidiary of its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the CompanyStock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. All grants of Company Options, RSUs and PSUs were validly issued and properly approved by the Company Board (or a committee thereof) in accordance with the applicable Stock Plan and applicable Law, including the applicable requirements of the New York Stock Exchange. The Company does not have outstanding 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 Company’s stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which For purposes of this Agreement, a wholly owned Subsidiary of the Company or shall include any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer which all of the shares of capital stock or other equity interests of such Subsidiary are owned by the Company (or any a wholly owned Subsidiary of the Company).

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 an unlimited number of Company Shares Common Shares, one Class A preferred share (the “Company Class A Preferred Share”) and 25,000,000 shares an unlimited number of preferred stockshares, with no par value per share issuable in series (the “Company Preferred Shares”). As of At the close of business on November 26August 22, 20192014 (the “Capitalization Date”), (Ai) 316,448,045 132,619,671 Company Common Shares were issued and outstanding, (ii) 2,900,000 Company Common Shares were reserved and available for issuance pursuant to the Company Stock Plans, and pursuant to such Company Stock Plans (A) 1,623,094 Company Common Shares were subject to outstanding (not including Company Shares held in treasury), of which 1,006,220 were Options with related Company Restricted Shares (having the same voting rights as Company Shares)SARs, (B) 1,367,143 316,429 Company Common Shares were held in treasurysubject to outstanding Company RSUs and (C) 125,814 Company Common Shares were subject to outstanding Company PSUs (assuming achievement of applicable performance goals at the maximum level of performance), (Ciii) 158,108 Company Common Shares were subject to outstanding Company DSUs (Company Options together with Company SARs, Company RSUs, Company PSUs and Company DSUs, the “Company Equity Awards”), (iv) the Company Class A Preferred Share was not outstanding, and (v) no Company Preferred Shares were issued or outstanding. Except as set forth above, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level)close of business on the Capitalization Date, (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other shares of capital stock or other voting securities of or Equity Interests in the Company were issued, reserved for issuance or outstanding. As From the Capitalization Date, (x) there have been no issuances by the Company of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of or Equity Interests in the Company issued(including Company Equity Awards), reserved for issuance or outstanding. All other than issuances of Company Common Shares pursuant to Company Equity Awards outstanding Company Shares areon the Capitalization Date, and all (y) there have been no issuances by the Company Shares reserved for issuanceof options, when issued upon exercise thereof warrants, rights, convertible or in accordance with the respective terms thereofexchangeable securities, will be, duly authorized, validly issued, fully paid and nonstock-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) based performance units or other rights to acquire shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or other rights that give the holder thereof any economic interest of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right nature accruing to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have Company Common Shares, other than issuances pursuant to Company Equity Awards outstanding on the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanyCapitalization Date.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 360,000,000 shares of preferred stockCompany Class A Common Stock, with no par value per share (“90,000,000 shares of Company Class B Common Stock, and 45,000,000 shares of Company Preferred Shares”)Stock. As of At the close of business on November 26March 23, 2019, 2021: (Ai) 316,448,045 43,459,880 shares of Company Shares Class A Common Stock were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 no such shares were subject to time- or performance-based vesting restrictions); (ii) 13,588,555 shares of Company Restricted Shares Class B Common Stock were issued and outstanding; (having the same voting rights as iii) no shares of Company Shares), Preferred Stock were issued and outstanding; (Biv) 1,367,143 20,799,487 shares of Company Shares Class A Common Stock were held by the Company in its treasury, ; (Cv) no 475,633 shares of Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares Class A Common Stock were issuable upon the exercise of outstanding Company Options, Stock Options (Ewhether or not presently exercisable) 847,274.137 that are subject only to time-based vesting restrictions; (vi) 958,481 shares of Company Shares Class A Common Stock were issuable upon the exercise of outstanding Company Stock Options (whether or not presently exercisable) that are subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (performance-based vesting restrictions assuming achievement of the applicable performance measures is achieved at the maximum level), ; (Gvii) 13,434,460 2,317,228 shares of Company Shares Class A Common Stock were issuable upon the exercise of outstanding Company Stock Options (whether or not presently exercisable) that are no longer subject to time-based vesting restrictions or performance-based vesting restrictions; (viii) 1,536,852 shares of Company Class A Common Stock were issuable upon settlement of outstanding Company RSU Awards that provide a fixed number of shares on settlement; (ix) 1,423,750 shares of Company Class A Common Stock were issuable upon settlement of outstanding Company RSU Awards that provide a number of shares on settlement determined by achievement of performance-based vesting restrictions assuming performance is achieved at the maximum level; and (x) 2,147,135 shares of Company Class A Common Stock were reserved for issuance under pursuant to the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and Company Stock Plans. Except as set forth in this Section 4.3(a), at the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as close of May 26business on March 23, 2016) and (H) 2021, no other shares of capital stock or other voting securities of of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. As From the close of business on March 23, 2021, to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by the Company of shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity interests in, the Company, (2) securities other than the issuance of Company Class A Common Stock upon the exercise of the Company Stock Options or any upon the settlement of its Subsidiaries convertible into or exchangeable or exercisable forCompany RSU Awards, or giving any Person a right to subscribe for or acquirein each case, any shares outstanding at the close of capital stock or other securities of or ownership interests business on March 23, 2021, and in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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) accordance with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companytheir terms in effect at such time.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 200,000,000 shares of preferred stockCompany Common Stock, with no 50,000,000 shares of Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), and 1,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock” and, together with the Company Common Stock and Class B Common Stock, the “Company Preferred SharesCapital Stock”). As of At the close of business on November 26September 7, 20192023, (Ai) 316,448,045 143,187,207 shares of Company Shares Common Stock were issued and 132,861,798 shares of Company Common Stock were outstanding (not including of which no shares were subject to vesting restrictions pursuant to the Company Shares Stock Plan); (ii) 10,325,409 shares of Company Common Stock were issued and held in treasury), of which 1,006,220 were Company Restricted Shares ; (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (Ciii) no shares of Preferred Stock or Class B Common Stock are issued and outstanding; (iv) 7,844,678 shares of Company Preferred Shares Common Stock were issued or outstanding, reserved and available for issuance pursuant to the Company Stock Plan; (Dv) 4,198,845 1,057,104 shares of Company Shares Common Stock were issuable upon the exercise of outstanding Company Stock Options, ; (Evi) 847,274.137 1,106,097 shares of Company Shares Common Stock were subject to outstanding Company RSUs, (F) 3,669,078 RSUs and 649,405 shares of Company Shares Common Stock were subject to outstanding Company PSAs (Performance-Vesting Awards assuming achievement of the all applicable performance measures were satisfied at the maximum level), levels of performance; and (Gvii) 13,434,460 2,955,672 shares of Company Shares Common Stock were reserved for future issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and Company ESPP. Since September 7, 2023, the AK Steel Holding Corporation Company has not issued, entered into an agreement to issue, or otherwise committed to issue any (A) Company Capital Stock Incentive Plan (other than as amended and restated as a result of May 26the exercise of Company Stock Options, 2016Company RSUs or Performance-Vesting Awards in accordance with their respective terms) and or (HB) no other shares of capital stock Company Stock Options, Company RSUs or Performance-Vesting Awards or other voting securities of the equity or equity-based awards that may be settled in Company were Common Stock. Except as set forth in this Section 5.03(a), there are not issued, reserved for issuance or outstanding. As , and there are not any outstanding obligations of the date Company to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or any securities of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity interests in, the Company, (2y) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable forwarrants, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rightscalls, options, warrants, conversion rightsphantom stock, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments rights or other rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate any other obligation of the Company or any of its Subsidiaries to issue issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, stock or voting securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership other equity interests in, the Company or (z) any Subsidiary of rights issued by, or other obligations of, the Company or (4) obligations that are linked in any way to the price of any class of Company Capital Stock, the value of the Company or any Subsidiary part of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary dividends or other distributions declared or paid on any shares of capital stock of the Company. The Company does not have any has previously made available to Parent an accurate list, as of September 7, 2023, of each outstanding bondsCompany Stock Award, debentures, notes or other obligations in each case specifying the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders name of the holder, the type of award, the number of underlying shares of Company on any matter. There are no voting trusts or other agreements or understandings to which Common Stock, the date of grant, and, if applicable, the exercise price per share of Company or any Subsidiary of Common Stock and the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companyexpiration date.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company 350,000,000 Common Shares, of which 179,469,132 Common Shares and 25,000,000 shares of preferred stock, with no par value per share (“Company Preferred Shares”). As were outstanding as of the close of business on November 26July 31, 20191998, 25,000,000 shares of Non-Transferable Class B Stock, par value $1.00 per share (A) 316,448,045 Company Shares were issued and outstanding (not including Company Shares held in treasurythe "Non-Transferable Class B Shares"), of which 1,006,220 16,272,702 Non-Transferable Class B Shares were Company Restricted Shares (having outstanding as of the same voting rights as Company Shares), (B) 1,367,143 Company date hereof and of which 8,707,500 Non-Transferable Class B Shares were held in treasuryby Stanford Ranch, Inc. (C) all such Non-Transferable Class B Shares held by Stanford Ranch, Inc. being without voting rights), 15,000,000 shares of Transferable Class B Stock, par value $1.00 per share (the "Transferable Class B Shares" and, together with the Non-Transferable Class B Shares, the "Class B Shares"), none of which were outstanding as of the close of business on the date hereof, and 20,000,000 shares of preferred stock, no Company par value, of which 92,000 shares have been designated Series E Mandatory Conversion Premium Dividend Preferred Stock (the "Preferred Shares" and together with the Common Shares and Class B Shares, the "Shares"), and of which 80,000 Preferred Shares were issued outstanding as of the date hereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of October 31, 1998, there will be no Preferred Shares or Depository Shares (as defined below) outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement and as of the applicable performance measures at the maximum level)Effective Time, there will be no Class B Shares or Security Units (Gas defined below) 13,434,460 outstanding. The Company has no commitments to issue or deliver Shares except that, as of August 19, 1998, there were 40,335,140 Common Shares reserved for issuance pursuant to the Company's 1997 Employee Incentive Stock Plan, 1988 Employee Stock Plan, 1995 Performance Stock Plan Amended and Restated 1996, 1997 Long-Term Incentive Plan, 1998 Long-Term Performance-Based Incentive Plan for the Chief Executive Officer, 1997 Employee Stock Purchase Plan, Long-Term Performance Based Incentive Plan Amended and Restated 1997, Non-Employee Directors' Stock Option Plan and 1987 Restricted Stock Plan (collectively, the "Stock Plans"), 13,340,591 Common Shares subject to issuance upon conversion of the Non-Transferable Class B Shares pursuant to the Voting Agreement, 18,000,000 Common Shares subject to issuance upon the conversion of the Preferred Shares and the simultaneous conversion of the $3.10 Depositary Shares (the "Depositary Shares") (plus additional Common Shares subject to issuance pursuant to Section 3 of the Articles Supplementary dated October 30, 1995 governing the terms of the Preferred Shares in respect of accrued and unpaid dividends) and 17,250,000 Common Shares subject to issuance on conversion of the Company's 8 1/2% Premium Equity Redemption Cumulative Security Units (the "Security Units") pursuant to the terms thereof. As promptly as practicable following the date of this Agreement, the Company will deliver to Parent Section 5.1(b) of the Company Disclosure Letter which will contain a correct and complete list of each outstanding option to purchase Shares under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan Stock Plans (each a "Company Option"), including the holder, date of grant, exercise price and number of Shares subject thereto. Each of the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other outstanding shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As each of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, Company's Subsidiaries is duly authorized, validly issued, fully paid and nonnonassessable and owned by the Company or by a direct or indirect wholly-assessableowned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a)above, there are no (1) shares of capital stock Shares authorized, reserved, issued or outstanding and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible securities ofor other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other ownership interests in, the Company, (2) securities interest of the Company or any of its Subsidiaries or any other securities or obligations convertible into or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company its Subsidiaries, and no securities evidencing such rights are authorized, issued or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Companyoutstanding. The Company does not have outstanding any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or or, except as referred to in this subsection (b), convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companymatter ("Voting Debt").

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 180,000,000 shares of preferred stockCommon Stock and 10,000,000 shares of Class II Preferred Stock, with no par value $.01 per share (“Company Preferred Shares”the "PREFERRED STOCK"). As At the time of the close execution of business on November 26, 2019this Agreement, (Ai) 316,448,045 Company Shares 101,282,612 shares of Common Stock were issued and outstanding (not including Company Shares held which includes 13,750,523 shares issued in treasury), connection with the acquisition of which 1,006,220 were Company Restricted Shares Memco Software Ltd. (having the same voting rights as Company Shares"Memco"), (Bii) 1,367,143 Company Shares no shares of Common Stock were held by the Company in treasuryits treasury or by any of the Company's subsidiaries, (Ciii) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise 28,442,209 shares of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Common Stock were reserved for issuance pursuant to options outstanding under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan Stock Plans (which includes 3,328,113 shares reserved for issuance pursuant to Stock Plans received through the acquisition of Memco), and (iv) 1,768,421 shares of Common Stock were reserved for issuance upon conversion of the AK Steel Holding Corporation outstanding shares of Class II Series B Preferred Stock Incentive Plan (the "Series B Stock"), (v) 12,401,032 shares of Common Stock were reserved for issuance upon conversion of the Company's 6 3/4% Convertible Subordinated Notes due 2001 and 6.25% Convertible Subordinated Notes due 2002 (the "Convertible Notes") and (vi) 1,800,000 shares of Class II Series A Junior Participating Preferred Stock (the "PARTICIPATING PREFERRED STOCK") were reserved for issuance in connection with the rights (the "RIGHTS") to purchase shares of Participating Preferred Stock issued pursuant to the Rights Agreement dated as of December 21, 1995 (as amended from time to time, the "RIGHTS AGREEMENT"), between the Company and restated Xxxxxx Trust and Savings Bank, as Rights Agent (the "RIGHTS AGENT"). Except as set forth above, at the time of May 26execution of this Agreement, 2016) and (H) no other shares of capital stock or other voting securities of the Company were are issued, reserved for issuance or outstanding. As All outstanding shares of capital stock of the date Company are, and all shares which may be issued pursuant to the Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in Section 4.1(c) of this Agreementthe Disclosure Schedule, except there are not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth above and in this Section 5.1(b)(i)4.1(c) of the Disclosure Schedule, there are no other not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company issuedor of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, reserved for issuance grant, extend or outstandingenter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there There are no (1) outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of, or ownership interests in, the Company, (2) voting securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, subsidiaries or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Companytype described in the two immediately preceding sentences. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right has delivered to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders Parent complete and correct copies of the Stock Plans and all forms of Company on any matterOptions. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary Section 4.1(c) of the Disclosure Schedule sets forth a complete and accurate list of all Company is a party with respect to the voting of or restricting the transfer Options outstanding as of the capital stock or other equity interests date of this Agreement and the exercise price of each outstanding Company or any Subsidiary of the CompanyOption.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 112,500,000 shares of Company Shares Common Stock and 25,000,000 20,000,000 shares of preferred stock, with no par value $0.01 per share (“the "Company Preferred Shares”Stock" and, together with the Company Common Stock, the "Company Capital Stock"). As of At the close of business on November 26October 25, 20192012, (i) 53,497,219 shares of Company Common Stock were issued and outstanding, including 439,845 outstanding shares that comprise Company Restricted Stock Awards (excluding Company Career Units and Company RSUs), (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 3,563,986 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, of which (A) 316,448,045 Company Shares were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares 1,565,383 shares were issuable upon the exercise of outstanding Company OptionsStock Options and (B) 688,223 shares were potentially issuable upon the vesting or settlement of outstanding Company Career Units, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, Company Performance Shares and Company PSUs (F) 3,669,078 in the case of Company Performance Shares were subject to outstanding and Company PSAs (PSUs, assuming achievement of the applicable maximum performance measures targets are achieved). Except as set forth in this Section 4.03(a), at the maximum level)close of business on October 25, (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 262012, 2016) and (H) no other shares of capital stock or other voting securities of of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. As From the close of business on October 25, 2012 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by the Company of shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity interests in, the Company, (2) securities other than the issuance of Company Common Stock upon the exercise of Company Stock Options or any the vesting or settlement of its Subsidiaries convertible into or exchangeable or exercisable forCompany Career Units, Company RSUs, or giving any Person a right to subscribe for or acquireCompany PSUs outstanding at the close of business on October 25, any shares of capital stock or other securities of or ownership interests 2012 and in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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) accordance with the stockholders of the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companytheir terms in effect at such time.

Capital Structure. (ia) The Company represents and warrants that the authorized capital stock of the Company consists entirely of 450,000,000 (i) 1,000,000,000 shares of Company Shares Common Stock and (ii) 25,000,000 shares of preferred preference stock, with no par value $0.50 per share, of the Company, of which (A) 1,000,000 shares have been designated as Junior Participating Preference Shares, par value $0.50 per share (“Company Preferred the "JUNIOR PREFERENCE SHARES"), and (B) 800,000 shares have been designated ESOP Preference Shares”, par value $0.50 per share (the "ESOP PREFERENCE SHARES"). As Each share of Company Common Stock carries with it an associated share purchase right issued pursuant to the Amended and Restated Rights Agreement between the Company and The Bank of New York, as rights agent, dated as of August 31, 2004 (as amended from time to time, the "COMPANY RIGHTS AGREEMENT"), which entitles the holder thereof to purchase, on the occurrence of certain events, Junior Preference Shares (the "COMPANY RIGHTS"). At the close of business on November 26February 25, 2019, 2005: (Ai) 316,448,045 293,834,196 shares of Company Shares Common Stock were issued and outstanding (not including 1,550,298 shares of restricted stock); (ii) 26,621,298 shares of Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares Common Stock were held by the Company in its treasury, ; (Ciii) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company 1,000,000 Junior Preference Shares were reserved for issuance in connection with the Company Rights; (iv) 26,559,937 shares of Company Common Stock were subject to issued and outstanding options to purchase Company Common Stock granted under the AK Steel Holding Corporation 2019 Omnibus Supplemental Company's 1994 Stock Incentive Plan, as amended (the "SIP"); (v) 2,199,589 shares of Company Common Stock were subject to issuance under the Company's Deferred Compensation Plan (the "DCP"); (vi) 171,285 shares of Company Common Stock were subject to issuance under the Company's Deferred Compensation Plan for Non-Management Directors (the "DIRECTORS DCP" and, together with the SIP and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26DCP, 2016) the "COMPANY STOCK PLANS" and, such stock options collectively, the "COMPANY STOCK OPTIONS"); and (Hvii) no other 415,451 ESOP Preference Shares were issued and outstanding. All outstanding shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuanceshares that may be issued will be, when issued upon exercise thereof or in accordance with the respective terms thereof, will beissued, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above nonassessable and not subject to or issued in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares violation of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 30,000,000 shares of Company Shares Common Stock and 25,000,000 5,000,000 shares of preferred stock, with no par value $.01 per share (“the "Company Preferred Shares”Stock"). As of At the close of business on November 26September 22, 20192006, (Ai) 316,448,045 12,029,048 shares of Company Shares Common Stock were issued and outstanding (not including 132,736 shares of Company Shares Common Stock subject to vesting or other forfeiture restrictions or repurchase conditions (shares so subject, "Company Restricted Stock"), but excluding shares of Company Common Stock held by the Company in its treasury), (ii) 5,541,713 shares of Company Common Stock were held by the Company in its treasury, (iii) 480,676 shares of Company Common Stock were reserved and available for issuance pursuant to the Maritrans Inc. Equity Compensation Plan, the Company's 1999 Directors' and Key Employees' Equity Compensation Plan and the 2005 Omnibus Equity Compensation Plan (such plans, together, the "Company Stock Plans"), of which 1,006,220 were 200,533 shares of Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares Common Stock were subject to outstanding Company RSUsStock Options, and (Fiv) 3,669,078 no shares of Company Shares Preferred Stock were subject to issued or outstanding or were held by the Company PSAs (assuming achievement as treasury shares. At the close of the applicable performance measures at the maximum level)business on September 22, (G) 13,434,460 2006, 500,000 shares of Company Preferred Stock designated as Series A Junior Participating Preferred Shares were reserved for issuance under in connection with the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and rights (the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated "Rights") to be issued pursuant to the Rights Agreement, dated as of May 26August 1, 2016) 2002, between the Company and American Stock Transfer & Trust Company (H) the "Rights Agreement"). Except as set forth above in this Section 3.01(c), at the close of business on September 22, 2006, no other shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. As There are no outstanding stock appreciation rights, "phantom" stock rights, performance units, rights to receive shares of Company Common Stock on a deferred basis or other rights (other than Company Restricted Stock and Company Stock Options) that are linked to the value of Company Common Stock or the value of the date Company or any part thereof granted under the Company Stock Plans or otherwise. Section 3.01(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of September 22, 2006, of all (a) outstanding options to purchase shares of Company Common Stock from the Company pursuant to the Company Stock Plans or otherwise (together with any other stock options granted after September 22, 2006, in accordance with the terms of this Agreement, except the "Company Stock Options"), the number of shares of Company Common Stock (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof and (b) all outstanding shares of Company Restricted Stock, the grant dates, vesting schedules, repurchase prices (if any) and names of the holders thereof. The terms and conditions of each outstanding Company Stock Option and share of Company Restricted Stock permit such option or share to be treated at the Effective Time as set forth above in this Section 5.1(b)(i), there are no other 5.04. All outstanding shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all shares which may be issued pursuant to the Company Shares reserved for issuanceStock Options will be, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to preemptive rights. From September 22, 2006, until the date of this Agreement, there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than the issuance of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding as of September 22, 2006, in accordance with their terms as in effect on September 22, 2006. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above in this Section 5.1(b)(i3.01(c), and for changes after as of the date hereof in compliance with Section 6.1(a)of this Agreement, (x) there are no not issued, reserved for issuance or outstanding (1A) any shares of capital stock or other voting securities of, or ownership equity interests in, of the Company, (2B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or (C) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any such securities. Except as set forth above in this Section 3.01(c), there are no outstanding (1) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other voting securities or equity interests of or ownership interests in the Company or any Subsidiary of the Company, (32) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments options or other rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Companyits Subsidiaries, or (y) obligate and no obligation of the Company or any of its Subsidiaries to issue or sellissue, any capital stock, securities ofvoting securities, or ownership equity interests in, or securities convertible into or exchangeable or exercisable for capital stock or voting securities of, or ownership interests in, the Company or of any Subsidiary of the Company or (43) obligations of the Company or any Subsidiary of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock such outstanding securities or securities ofto issue, deliver or sell, or ownership interests incause to be issued, delivered or sold, any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companysuch securities.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company 75,000,000 Shares and 25,000,000 shares of preferred stock, with no par value $0.01 per share (the “Company Preferred Shares”). As of the close of business on November 2629, 20192017, (A) 316,448,045 Company 50,058,714 Shares were issued outstanding and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than 5,576,922 Shares reserved for issuance under the Company 2015 Stock Incentive Plan (including all prior amendments and restatements thereto) and 837,510 Shares reserved for issuance under the Company Deferred Compensation Plan, in each case as amended and restated from time to time in accordance with its terms (together, the “Stock Plans”), and 1,959,024 Shares reserved for issuance under the ESPP, as of the close of business on November 29, 2017, the Company has no Shares or outstandingPreferred Shares reserved for issuance. As of the close of business on November 29, 2017, (Di) 4,198,845 Company 1,405,149 Shares were issuable upon the exercise of underlying outstanding Company Options, (Eii) 847,274.137 Company 897,086 Shares were subject to underlying outstanding Company RSUs, RSU Awards and (Fiii) 3,669,078 Company 1,163,682 Shares were subject to underlying outstanding Company PSAs PSU Awards (assuming achievement settlement of outstanding Company PSU Awards based on maximum performance). All of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other outstanding shares of capital stock or other voting securities of each of the Company’s Subsidiaries are owned by the Company were issuedor by a direct or indirect wholly-owned Subsidiary of the Company, reserved free and clear of any Lien, other than transfer restrictions imposed by any applicable Law. Except (w) as set forth in this Section 5.1(b), (x) for issuance or outstanding. As of securities issued after the date of this AgreementAgreement in compliance with Section 6.1(b), except (y) pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on November 29, 2017 in accordance with the terms of such awards as set forth above in this Section 5.1(b)(ieffect on the date hereof, and (z) for the subordinated convertible notes due 2029 of the Company (the “Subordinated Convertible Notes”), issued pursuant to the indenture dated as of December 18, 2009 among the Company, and U.S. Bank National Association, as trustee (the “Subordinated Convertible Notes Indenture”), there are no other outstanding shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership other equity or voting interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) and there are no preemptive or other outstanding similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, securities, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, sell to any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for Person any shares of capital stock or other securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, its Subsidiaries or any securities or obligations convertible or exchangeable into or exchangeable or exercisable for any capital stock or securities offor, or ownership interests ingiving any Person (other than the Company or one or more of its wholly owned Subsidiaries) a right to subscribe for or acquire, any securities of the Company or any Subsidiary of its Subsidiaries. Since the close of business on November 29, 2017 through the date hereof, no Shares (or any other securities or rights with respect to the Company described in the immediately preceding sentence) have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on November 29, 2017 in accordance with the terms of the CompanyStock Plans. The Except for the Subordinated Convertible Notes, the Company does not have outstanding any outstanding bonds, debentures, notes or other obligations 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 the Company on any matter. There are no The Company is not a party to any shareholders’ agreement, voting trusts trust agreement, registration rights agreement or other agreements similar agreement or understandings understanding relating to which any voting or equity interests in the Company or any Subsidiary of other agreement relating to the Company is a party disposition, voting or dividends with respect to any voting or equity interests in the voting of or restricting the transfer Company. As of the capital stock or other equity interests date of this Agreement, the aggregate outstanding principal amount of the Company or any Subsidiary Subordinated Convertible Notes is $429,500,000. The “Conversion Rate” (as defined in the Subordinated Convertible Notes Indenture) equals (i) 32.5784 shares of “Common Stock” (as defined in the Subordinated Convertible Notes Indenture) for each $1,000 principal amount of Subordinated Convertible Notes (not taking into account the declaration and payment of the Company’s declared quarterly dividend to be paid on December 29, 2017, and (ii) 32.8141 shares of “Common Stock” (as defined in the Subordinated Convertible Notes Indenture) for each $1,000 principal amount of Subordinated Convertible Notes (taking into account the declaration and payment of the Company’s declared quarterly dividend to be paid on December 29, 2017).

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 100,000,000 shares of Company Shares Common Stock and 25,000,000 2,000,000 shares of preferred stock, with no without par value per share (“"Company Preferred Shares”Stock" and, together with Company Common Stock, "Company Capital Stock"). As of At the close of business on November 26June 25, 20192004, (Ai) 316,448,045 39,667,451 shares of Company Shares Common Stock and no shares of Company Preferred Stock were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares)outstanding, (Bii) 1,367,143 no shares of Company Shares Common Stock were held by the Company in its treasury, (Ciii) no 3,654,226 shares of Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares Common Stock were subject to outstanding Company RSUs, (F) 3,669,078 Employee Stock Options and 1,454,455 additional shares of Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Common Stock were reserved for issuance under pursuant to the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan Company Stock Plans, (iv) 156,775 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Warrants, (v) 4,911,623 shares of Company Common Stock were reserved for issuance upon conversion of the Company Convertible Notes and 2,000,000 shares of Company Common Stock were reserved for interest payments on the AK Steel Holding Corporation Company Convertible Notes, (vi) 7% Convertible Subordinated Notes due 2005 (the "Company Convertible Notes") with a face value of $6,975,000 were outstanding, which may be converted into Company Common Stock Incentive Plan at the election of the holders thereof, (vii) warrants issued in May 2001 exercisable for 118,449 shares of Company Common Stock were outstanding, warrants issued in January 2002 exercisable for 38,326 shares of Company Common Stock were outstanding and no warrants issued in August 2002 exercisable for shares of Company Common Stock were outstanding (collectively, the "Company Warrants"), and (viii) 50,000 shares of Series C Participating Preferred Stock were reserved for issuance in connection with the rights (the "Company Rights") issued pursuant to the Preferred Stock Rights Agreement dated as of September 26, 2000 (as amended from time to time, the "Company Rights Agreement"), between the Company and restated ChaseMellon Shareholder Services, Inc., as Rights Agent. Except as set forth above, at the close of May 26business on June 25, 2016) and (H) 2004, no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there There are no other shares outstanding stock appreciation rights linked to the price of capital stock or other voting securities of the Company issued, reserved for issuance or outstandingCommon Stock and granted under any Company Stock Plan that were not granted in tandem with a related Company Employee Stock Option. All outstanding shares of Company Shares Capital Stock are, and all Company Shares reserved for issuance, such shares that may be issued prior to the Effective Time will be when issued upon exercise thereof or in accordance with the respective terms thereof, will beissued, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the CGCL, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or otherwise bound. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a)above, there are no not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (1or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote ("Voting Company Debt"). Except as set forth above, as of June 25, 2004, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership equity interests in, or securities any security convertible into or exchangeable or exercisable for or exchangeable into any capital stock of or securities of, or ownership interests other equity interest in, the Company or any Company Subsidiary of or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (4iii) that give any person the right to receive from the Company or any Company Subsidiary any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Capital Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary of the Company to repurchase, redeem or otherwise acquire any shares of capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary Company Subsidiary. The Company has delivered to Parent a complete and correct copy of the CompanyCompany Rights Agreement, as amended to the date of this Agreement.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 180,000,000 shares of preferred stockCommon Stock and 10,000,000 shares of Class II Preferred Stock, with no par value $.01 per share (“Company Preferred Shares”the "PREFERRED STOCK"). As At the time of the close execution of business on November 26, 2019this Agreement, (Ai) 316,448,045 Company Shares 101,282,612 shares of Common Stock were issued and outstanding (not including Company Shares held which includes 13,750,523 shares issued in treasury), connection with the acquisition of which 1,006,220 were Company Restricted Shares Memco Software Ltd. (having the same voting rights as Company Shares"Memco"), (Bii) 1,367,143 Company Shares no shares of Common Stock were held by the Company in treasuryits treasury or by any of the Company's subsidiaries, (Ciii) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise 28,442,209 shares of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Common Stock were reserved for issuance pursuant to options outstanding under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan Stock Plans (which includes 3,328,113 shares reserved for issuance pursuant to Stock Plans received through the acquisition of Memco), and (iv) 1,768,421 shares of Common Stock were reserved for issuance upon conversion of the AK Steel Holding Corporation outstanding shares of Class II Series B Preferred Stock Incentive Plan (the "Series B Stock"), (v) 12,401,032 shares of Common Stock were reserved for issuance upon conversion of the Company's 6 3/4% Convertible Subordinated Notes due 2001 and 6.25% Convertible Subordinated Notes due 2002 (the "Convertible Notes") and (vi) 1,800,000 shares of Class II Series A Junior Participating Preferred Stock (the "PARTICIPATING PREFERRED STOCK") were reserved for issuance in connection with the rights (the "RIGHTS") to purchase shares of Participating Preferred Stock issued pursuant to the Rights Agreement dated as of December 21, 1995 (as amended and restated as of May 26from time to time, 2016) and (H) no other shares of capital stock or other voting securities of the "RIGHTS AGREEMENT"), between the Company were issuedand Xxxxxx Trust and Savings Bank, reserved for issuance or outstanding. As of as Rights Agent (the date of this Agreement, except as set forth above in this Section 5.1(b)(i"RIGHTS AGENT"), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in above, at the time of execution of this Section 5.1(b)(i)Agreement, and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 25,000,000 shares of Company Shares Common Stock and 25,000,000 1,000,000 shares of preferred stock, with no par value $0.01 per share share, of the Company (“Company Preferred Shares”"COMPANY PREFERRED STOCK"). As of the close October 2, 2003: (i) 17,412,663 shares of business on November 26, 2019, (A) 316,448,045 Company Shares Common Stock were issued and outstanding outstanding, of which 3,728 shares are restricted shares of Company Common Stock issued pursuant to the Company Stock Plans (not including as defined in this Section 3.1(c)); (ii) 4,568,946 shares of Company Shares Common Stock were held by the Company in treasuryits treasury and no shares of Company Common Stock were held by Subsidiaries of the Company; (iii) no shares of Company Preferred Stock were issued and outstanding; (iv) no shares of Company Preferred Stock were held by the Company in its treasury or were held by any Subsidiary of the Company; and (v) 2,198,214 shares of Company Common Stock were reserved for issuance pursuant to all plans, agreements or arrangements providing for equity-based compensation to any director, Employee (as defined in Section 3.1(f)), consultant or independent contractor of the Company or any of its Subsidiaries (collectively, the "COMPANY STOCK PLANS"), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were 1,845,408 shares are subject to outstanding Company RSUs, Stock Options (Fas defined in this Section 3.1(c)) 3,669,078 Company Shares were subject and 352,806 shares are required to outstanding Company PSAs (assuming achievement be awarded pursuant to Section 10 of the applicable performance measures at Company's 1998 Stock Option Plan upon completion of the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other Merger. All outstanding shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuanceshares thereof which may be issued prior to the Closing will be, when issued upon exercise thereof or in accordance with the respective terms thereof, will beissued, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to preemptive rights. The Company has delivered to Parent a true and complete list, as of the close of business on October 2, 2003, of all outstanding stock options to purchase or receive Company Common Stock and all other rights to purchase or receive Company Common Stock granted under the Company Stock Plans (collectively, the "COMPANY STOCK OPTIONS"), the number of shares subject to each such Company Stock Option, the grant dates, the vesting schedule and the exercise prices of each such Company Stock Option and the names of the holders thereof. The Company has not awarded or authorized the award of any Company Stock Options since October 2, 2003, except that Company Stock Options with respect to 352,806 shares of Company Common Stock are required to be granted to holders of Company Stock Options pursuant to Section 10 of the Company's 1998 Stock Option Plan upon completion of the Merger. Except as set forth above in this Section 5.1(b)(i), 3.1(c) and except for changes after since October 2, 2003 resulting from (i) the date hereof issuance of shares of Company Common Stock pursuant to and in compliance accordance with Company Stock Options outstanding prior to October 2, 2003, (ii) as expressly contemplated hereby, including pursuant to Section 6.1(a)10 of the Company's 1998 Stock Option Plan, (x) there are no not issued, reserved for issuance or outstanding (1A) any shares of capital stock or voting securities or other ownership interests of the Company, (B) any securities ofof the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the Company, or (C) any warrants, calls, options or other rights to acquire from the Company or any Subsidiary of the Company, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, and (2y) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities, other than pursuant to any "cashless exercise" provision of any Company Stock Options. Except as set forth in Section 3.1(c) of the Company Disclosure Schedule, there are no outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or voting securities or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3B) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments options or other rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Companyits Subsidiaries, or (y) obligate any obligation of the Company or any of its Subsidiaries to issue or sellissue, any capital stock, voting securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for for, any capital stock stock, voting securities or securities of, or other ownership interests in, any Subsidiary of the Company or (C) obligations of the Company or any Subsidiary of the Company. The Company does not have its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding bonds, debentures, notes or other obligations the holders securities of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders Subsidiaries of the Company on or to issue, deliver or sell, or cause to be issued, delivered or sold, any mattersuch securities. Neither the Company nor any of its Subsidiaries is a party and, to the knowledge of the Company as of the date hereof, no other Person having beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of 5% or more of the outstanding Company Common Stock (a "MAJOR COMPANY STOCKHOLDER") is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to any of the securities of the Company or any of its Subsidiaries. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of its Subsidiaries is a party or, to the knowledge of the Company as of the date hereof, any Major Company Stockholder is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanySubsidiaries.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of the Company consists of 450,000,000 382,499,000 shares of Company Shares Common Stock, 1,000 shares of non-participating, non-voting, convertible stock, par value $0.0001 per share (the “Company Convertible Stock”) and 25,000,000 17,500,000 shares of preferred stock, with no par value $0.0001 per share (the “Company Preferred SharesStock”). As of the close of business on November 26March 22, 20192019 (the “Company Capitalization Date”), (A) 316,448,045 55,520,525 shares of Company Shares Common Stock were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were 221,743 shares underlying Company Restricted Shares (having the same voting rights as Company SharesStock Awards), (B) 1,367,143 no shares of Company Shares Convertible Stock were held in treasuryissued and outstanding, (C) no shares of Company Preferred Shares Stock were issued or and outstanding, (D) 4,198,845 no shares of Company Shares Common Stock were issuable upon exchange of limited partnership units of the exercise of outstanding Company OptionsOperating Partnership, (E) 847,274.137 55,520,525 units of the Company Shares Operating Partnership were subject to outstanding issued and outstanding, all of which were owned by the Company RSUsor a wholly-owned Subsidiary of the Company, (F) 3,669,078 1,725,433 shares of Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Common Stock were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan Company Equity Plan, (G) Company RSU Awards relating to 609,262 shares of Company Common Stock were outstanding (assuming, in the case of performance-based Company RSU Awards, (1) the achievement of maximum performance (assuming proration based on a Closing Date of June 30, 2019, in the case of Company RSU Awards granted in 2019) and (2) the AK Steel Holding Corporation Stock Incentive Plan inclusion of all 26,269 currently accrued Dividend Shares in respect of such Company RSU Awards (as amended and restated as assuming achievement of May 26, 2016maximum performance) and (H) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities equity interests of the Company issuedOperating Partnership were held by any Subsidiaries of the Company or the Company Operating Partnership, reserved for issuance or outstandingrespectively. All the outstanding shares of Company Shares Common Stock are, and all shares of Company Shares reserved for issuanceCommon Stock that may be issued prior to the Effective Time shall be, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), assessable and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right not subject to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 60,000,000 shares of stock, of which 50,000,000 shares are classified as voting common stock, par value $0.01 per share; 5,000,000 shares are classified as non-voting common stock, par value $0.01 per share, none of which were outstanding as of the date hereof; and 5,000,000 shares are classified as preferred stock, with no par value $0.01 per share (“Company Preferred Shares”)share, none of which were outstanding as of the date hereof. As 13,349,095 Shares were outstanding as of the close of business on November 26July 6, 2019, (A) 316,448,045 Company Shares were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement 2009. All of the applicable performance measures at the maximum level)outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of July 6, 2009, other than (Gi) 13,434,460 Company 1,950,000 Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental 2001 Equity Incentive Plan and the AK Steel Holding Corporation Stock 2004 Long Term Incentive Plan (as amended collectively, the “Stock Plans”), (ii) 1,471,900 Shares subject to issuance upon the exercise of the warrants listed on Section 5.1(b)(i) of the Company Disclosure Letter (the “Warrants”), the Company has no Shares reserved for issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and restated complete list of Warrants and options and restricted stock outstanding under the Stock Plans in each case as of May 26the date hereof, 2016) and (H) no other including the holder, date of grant, term, number of Shares and, where applicable, exercise price. Each of the outstanding shares of capital stock or other voting equity securities of the Company were issued, reserved for issuance or outstanding. As each of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable. Except nonassessable and, except as set forth above would not, individually or in this Section 5.1(b)(i)the aggregate, and for changes after the date hereof in compliance with Section 6.1(a)reasonably be expected to have a Company Material Adverse Effect, there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of owned by the Company or any of its Subsidiaries convertible into by a direct or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any indirect wholly owned Subsidiary of the Company, (3) preemptive free and clear of any lien, charge, pledge, security interest, claim or other outstanding rightsencumbrance (each, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Company“Lien”).

Capital Structure. (ia) The authorized share capital stock of the Company consists of 450,000,000 Company 140,000,000 Shares and 25,000,000 shares 10,000,000 preferred shares, of preferred stock, with no par value per share (“Company Preferred which 6,000 are designated Series A Preference Shares and 6,000 are designated Series B Preference Shares”). As of the close of business on November 26, 2019, Capitalization Date: (Ai) 316,448,045 Company 40,851,445 Shares were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares)outstanding, (Bii) 1,367,143 Company 983,897 Shares were held in treasury, underlying outstanding Company RSUs (Cassuming attainment of maximum performance under any performance vesting conditions); (iii) no Company Preferred 6,000 Series A Preference Shares and 6,000 Series B Preference Shares were issued or and outstanding, ; (Div) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company 606,268 Shares were subject to outstanding Company RSUs, Options; and (Fv) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company 1,024,851 Shares were reserved and available for issuance under new award grants pursuant to the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan Company’s Share Plan. Since the Capitalization Date and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of through the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of (A) neither the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or nor any of its Subsidiaries convertible into has issued any securities or exchangeable interests or exercisable forincurred any obligation to make any payments based on the price or value of any securities or interests, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in (B) the Company Share Plan has not been amended or any Subsidiary of the Companyotherwise modified, (3C) preemptive no Shares or Company Preference Shares have been repurchased or redeemed or issued (other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party than with respect to the voting vesting or settlement of or restricting Company Equity Awards outstanding prior to the transfer Capitalization Date and pursuant to the terms of the capital stock applicable Company Share Plan in effect on the Capitalization Date or other equity interests as otherwise expressly permitted by this Agreement), and (D) no Shares have been reserved for issuance and no Company Equity Awards have been granted, except pursuant to the terms of the applicable Company or any Subsidiary of Share Plan in effect on the CompanyCapitalization Date.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 900,000,000 shares of Company Shares Common Stock, and 25,000,000 shares of preferred stock, with no par value $1.00 per share (“the "Company Preferred Shares”Stock"). Prior to the Effective Time, each issued and outstanding share of Series B ESOP Convertible Preferred Stock of the Company (the "Company Series B Preferred Stock") shall automatically be converted into 4.37968 shares of Company Common Stock pursuant to the Restated Certificate of Incorporation of the Company, as amended to the date of this Agreement. As of the close of business on November 26May 31, 20192000, (A) 316,448,045 277,292,968 shares of Company Shares Common Stock (excluding shares held by the Company as treasury shares but including 2,631,306 shares of Company Common Stock held in a rabbi trust) were issued and outstanding outstanding, (not including B) 113,249,920 shares of Company Shares Common Stock were held in treasuryby the Company as treasury shares, (C) 37,000,000 shares of Company Common Stock were originally reserved for issuance pursuant to the Company's 1984 Stock and Performance Plan, 1993 Stock and Performance Plan, Deferred Compensation Plan for Outside Directors and Deferred Stock Unit Plan (such plans, collectively, the "Company Stock Plans"), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares)of June 6, (B2000) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares 8,569,819 shares were subject to outstanding Company RSUs, Stock Options (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum levelas defined below), (GD) 13,434,460 1,633,766 shares of Company Shares Series B Preferred Stock were issued and outstanding, (E) 7,155,374 shares of Company Common Stock were reserved for issuance under upon conversion of the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan Company Series B Preferred Stock and (F) 2,000,000 shares of Company Preferred Stock were reserved for issuance in connection with the AK Steel Holding Corporation Stock Incentive Plan rights (the "Company Rights") issued pursuant to the Rights Agreement dated as of January 4, 1999 (as amended from time to time, the "Company Rights Agreement"), between the Company and restated First Chicago Trust Company of New York, as Rights Agent. Other than 2,345,349 issued and outstanding performance unit rights (whether or not currently earned) that are linked to the price of Company Common Stock and have been granted under the Company Stock Plans (collectively, the "Company Performance Units"), there are no outstanding stock appreciation rights or other rights that are linked to the price of Company Common Stock granted under any Company Stock Plan whether or not granted in tandem with a related Stock Option. No shares of Company Common Stock are owned by any subsidiary of the Company. The Company has delivered to the Parents a true and complete list, as of May 26the close of business on June 6, 20162000, of all outstanding Company Performance Units granted under the Company Stock Plans, the grant dates and the fair market value (as determined under the applicable Company Stock Plans) of Company Common Stock on such grant dates and the names of the holders thereof. During the period from the close of business on April 30, 2000 to the date of this Agreement, no Company Performance Units have been granted by the Company. The Company has delivered to the Parents a true and complete list, as of the close of business on June 6, 2000, of all outstanding options to purchase Company Common Stock granted under the Company Stock Plans (collectively, the "Company Stock Options") and all other rights to purchase or receive Company Common Stock (Hcollectively, the "Company Stock Issuance Rights") granted under the Company Stock Plans, the number of shares subject to each such Company Stock Option or Company Stock Issuance Right, the grant dates and exercise prices of each such Company Stock Option or, as applicable, Company Stock Issuance Right and the names of the holder thereof. As of the close of business on June 6, 2000, there were outstanding Company Stock Options (stand-alone or detached from canceled Company Performance Units) to purchase 8,569,819 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price of such Company Stock Options was equal to $42.90. Except as set forth above, as of the close of business on May 31, 2000, no other shares of capital stock of, or other equity or voting securities of interests in, the Company Company, or options, warrants or other rights to acquire any such stock or securities, were issued, reserved for issuance or outstanding. As of During the period from May 31, 2000 to the date of this Agreement, except (x) there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company other than issuances of shares of Company Common Stock pursuant to the exercise of Company Stock Options outstanding on such date as set forth above required by their terms as in effect on the date of this Section 5.1(b)(i)Agreement and (y) there have been no issuances by the Company of options, there are no warrants or other rights to acquire shares of capital stock or other equity or voting securities interests from the Company. All outstanding shares of capital stock of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all shares that may be issued pursuant to the Company Shares reserved for issuanceStock Plans will be, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to preemptive rights. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there There are no (1) shares of capital stock bonds, debentures, notes or other securities of, or ownership interests in, the Company, (2) securities indebtedness of the Company or any of its Subsidiaries subsidiaries, and, except as set forth above, no securities or other instruments or obligations of the Company or any of its subsidiaries, having in any such case at any time (whether actual or contingent) the right to vote (or which are convertible into into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its subsidiaries may vote. Except as set forth above and except as specifically permitted under Section 4.01(a), there are no Contracts (as defined in Section 3.01(d)) of any kind to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, other equity or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership voting interests in, the Company or any Subsidiary of its subsidiaries or obligating the Company or (4) any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or Contract. There are no outstanding contractual obligations of the Company or any Subsidiary of the Company its subsidiaries to (I) repurchase, redeem or otherwise acquire any shares of capital stock or securities of, or ownership interests in, other equity or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership voting interests in, the Company or any Subsidiary of its subsidiaries or (II) vote or dispose of any shares of the Company. The Company does not have any outstanding bondscapital stock of, debentures, notes or other obligations equity or voting interests in, any of its subsidiaries. To the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders knowledge of the Company on any matter. There as of the date of this Agreement, there are no irrevocable proxies and no voting trusts agreements with respect to any shares of the capital stock of, or other agreements equity or understandings to which voting interests in, the Company or any Subsidiary of its subsidiaries. The Company has made available to the Parents a complete and correct copy of the Company is a party with respect Rights Agreement, as amended to the voting date of or restricting this Agreement (prior to the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the Companyamendments thereto referred to in Section 3.01(d)(ii)).

Capital Structure. (i) The authorized capital stock limited liability company interests of the Company consists consist of 450,000,000 Company Shares and 25,000,000 shares one class of preferred stock, with no par value per share (“Company Preferred Shares”). As of the close of business on November 26, 2019, (A) 316,448,045 Company Shares were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstandingUnits. As of the date of this Agreement, except as set forth above the sum of (i) the number of Units issued and outstanding, consisting of (A) Secured Claim Units, (B) Unsecured Claim Units and (C) Units held by the Company in this Section 5.1(b)(i)respect of L/C Secured Claims, there are no other shares and (ii) the number of capital stock or other voting securities additional Units were reserved for distribution in respect of Unsecured Claims, equals 163,133,334. All of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, Units (i) are duly authorized, validly issued, fully paid and non-assessablenonassessable; (ii) are free of any preemptive rights other than as set forth in the Operating Agreement; (iii) are not subject to any restrictions on transfer, other than restrictions on transfer imposed by applicable securities Laws and those restrictions set forth in the Operating Agreement or the Plan of Reorganization; and (iv) have been issued in material compliance with all applicable Laws and all requirements set forth in the Operating Agreement. As of the date of this Agreement, other than up to 13,227,027 Units reserved for issuance pursuant to the Management Equity Plan, the Company has no other Units reserved for issuance. Not including the 881,788 Residual Units to be granted immediately prior to the Effective Time in accordance with the Management Equity Plan and as set forth on Section 2.3(d) of the Company Disclosure Letter, as of December 18, 2013, (A) there were 8,230,565 outstanding and unexercised Company Options providing for the issuance of 8,230,565 Units and having a weighted average exercise price of $6.00 and (B) an aggregate of 4,114,674 Restricted Units were issued and outstanding, in each case, under the Management Equity Plan. Upon the issuance of any Units in accordance with the terms of the Management Equity Plan, such Units will be duly authorized, validly issued, fully paid and nonassessable. As of December 18, 2013, there were 146,664 outstanding Phantom Units under the Director Equity Plan. Section 3.1(b) of the Company Disclosure Letter contains (1) a correct and complete list as of the date of this Agreement of the number of Secured Claim Units, the number of Unsecured Claim Units and the number of Units held by the Company in respect of L/C Secured Claims, in each case issued and outstanding, and (2) a correct and complete list as of the date of this Agreement of Company Options and Restricted Units outstanding under the Management Equity Plan, and of Phantom Units under the Director Equity Plan, including the holder, amount, and for each Company Option, the exercise price of such Company Option. No Units are owned by any Subsidiary of the Company. Except as set forth above or as provided for in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a)Operating Agreement or the Plan of Reorganization, there are no (1) shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock unit appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, sell any capital stock, limited liability company interests or other securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, of the Company or any Subsidiary of the Company its Subsidiaries or (4) any securities or obligations of the Company or any Subsidiary of its Subsidiaries convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations of the Company or any of its Subsidiaries evidencing such rights are authorized, issued or outstanding. There are no outstanding obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership limited liability company interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of its Subsidiaries. The Member Registry complies in all material respects with Section 2.5(a) of the CompanyOperating Agreement.

Capital Structure. (ia) The authorized capital stock of the Company consists of 450,000,000 150,000,000 shares of Company Shares Common Stock and 25,000,000 5,000,000 shares of preferred stock, with no par value $0.001 per share (the “Company Preferred SharesStock”). As of At the close of business on November 26August 4, 20192022 (the “Measurement Date”), (Ai) 316,448,045 67,463,704 shares of Company Shares Common Stock were issued and outstanding (not including Company Shares held in treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares)outstanding, (Bii) 1,367,143 zero shares of Company Shares Common Stock were held by the Company in its treasury, (Ciii) 3,972,694 shares of Company Common Stock were subject to outstanding Company Stock Options, 4,010,124 shares of Company Common Stock were subject to outstanding Company Restricted Stock Units, 843,906 shares of Company Common Stock were subject to outstanding Company Performance Stock Units (assuming all applicable performance measures are satisfied at the maximum level) and 14,574,335 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans, (iv) 430,954 shares of Company Common Stock were reserved and available for purchase under the Company ESPP, (v) no shares of Company Preferred Shares Stock were issued or outstanding, (Dvi) 4,198,845 $345 million aggregate principal amount of Convertible Notes were issued and outstanding and (vii) 3,714,356 shares of Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares Common Stock were reserved for issuance under pursuant to the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and Company ATM Program. Except as set forth above, at the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as close of May 26business on the Measurement Date, 2016) and (H) no other shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. As of From the Measurement Date to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are have been no other issuances by the Company of shares of capital stock or other voting securities or equity interests of the Company issuedor options, reserved for issuance warrants, convertible or outstanding. All outstanding Company Shares areexchangeable securities, and all Company Shares reserved for issuance, when issued upon exercise thereof stock-based units (performance or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1otherwise) or other rights to acquire shares of capital stock or other voting securities of, or ownership interests in, the Company, (2) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or other rights that give the holder thereof any Subsidiary economic or voting interest of a nature accruing to the holders of Company Common Stock, other than the issuance of Company Common Stock upon the exercise of Company Stock Options, ESPP Purchase Rights, the settlement of Company Restricted Stock Units and Company Performance Stock Units or the conversion of Convertible Notes, in each case only to the extent such securities were outstanding on the Measurement Date and solely in accordance with their applicable terms as in effect on the date of such exercise, purchase, settlement or conversion, as applicable. As of the Companydate hereof, the Conversion Rate (as defined in the Convertible Notes Indenture as in effect on the date hereof) is 31.4985 shares of Common Stock (as defined in the Convertible Notes Indenture as in effect on the date hereof) per $1,000 principal amount of Convertible Notes. From and after the date of the Capped Call Transactions until (and including) the date hereof, no event or circumstance has occurred that has resulted in an adjustment (other than as a result of this Agreement or the Transactions) to the applicable Option Entitlement (as defined in the Capped Call Documentation as in effect on the date hereof) set forth in the Capped Call Documentation as of the date of original effectiveness thereof, the Strike Price (as defined in the Capped Call Documentation as in effect on the date hereof) from $31.7475 or the Cap Price (as defined in the Capped Call Documentation as in effect on the date hereof) from $49.8000.

Capital Structure. (i) The authorized capital stock of the Company consists of 450,000,000 Company Shares 100,000,000 shares of Common Stock and 25,000,000 20,000,000 shares of preferred stock, with no par value of $.01 per share (“the "Company Preferred Shares”Stock"). As of At the close of business on November 26May 24, 20192012 (the "Capitalization Date"), (Aa) 316,448,045 Company 31,855,447 Shares were issued and outstanding (not including Company Shares held in treasury)outstanding, all of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares were issuable upon the exercise of outstanding Company Options, (E) 847,274.137 Company Shares were subject to outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs (assuming achievement of the applicable performance measures at the maximum level), (G) 13,434,460 Company Shares were reserved for issuance under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016) and (H) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.1(b)(i), there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all Company Shares reserved for issuance, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessablenonassessable and free of preemptive rights, including 0 Shares that are subject to vesting or other risks of forfeiture pursuant to awards granted under the Company Stock Incentive Plans ("Restricted Stock"), (b) 2,037,163 Shares were held by the Company in its treasury, (c) 3,317,754 Shares were reserved for issuance pursuant to outstanding options to purchase Common Stock (the "Company Stock Options") granted under the Company's 2000 Stock Award Plan and 2004 Equity Incentive Plan (collectively, the "Company Stock Incentive Plans"), (d) 729,165 are restricted stock unit awards (including any awards referred to in the Company SEC Documents as "restricted share units" and awards referred to by the Company as "deferred stock units") with respect to the Shares granted by the Company ("RSUs"), (e) 826,449 shares of Common Stock were reserved for the grant of additional awards under the Company Stock Incentive Plans, and (f) no shares of Company Preferred Stock were issued and outstanding. Section 3.3 of the Company Disclosure Letter sets forth, by employee, as of the Capitalization Date, the number of Company Stock Options, shares of Restricted Stock, RSUs and, to the extent applicable, the grant date, exercise or reference price and number of Shares issuable with respect to each such award. Except as set forth above in this Section 5.1(b)(i), 3.3 and for changes after since the Capitalization Date resulting from the exercise of Company Stock Options outstanding on such date hereof in compliance with or as may be permitted pursuant to Section 6.1(a)5.1, there are no outstanding (1i) shares Equity Interests of capital stock or other securities of, or ownership interests in, the Company, (2ii) securities bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into into, or exchangeable or exercisable for, or giving any Person a securities having the right to subscribe for or acquire, vote) on any shares matter on which the stockholders of capital stock or other securities of or ownership interests in the Company or any Subsidiary of its Subsidiary, as the Companycase may be, may vote, or (3iii) preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, commitments, profits interests, stock appreciation rights, redemption rights, repurchase rights, phantom stock agreements, arrangements, calls, commitments arrangements or rights of any kind that (x) give any Person the right undertakings to purchase, subscribe or acquire from which the Company or any Subsidiary of the Company, its Subsidiaries is a party or (y) obligate by which any of them is bound obligating the Company or any of its Subsidiaries to issue issue, deliver or sell, any capital stock, securities ofsell or create, or ownership interests incause to be issued, delivered or securities sold or created, additional Equity Interests of the Company or of any of its Subsidiaries (or any security convertible into or exchangeable or exercisable for capital stock therefor) or securities of, or ownership interests in, obligating the Company or any Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (the items in clauses (i) through (iii) being referred to collectively as the "Company or (4) Securities"). There are no outstanding obligations of the Company or any Subsidiary of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matterSecurities. There are no voting trusts trusts, proxies or other agreements or understandings to which the Company or any Subsidiary of the Company its Subsidiaries is a party with respect to the voting of or restricting the transfer of the capital stock any Shares or other equity interests of the Company or Securities. No Shares are owned by any Subsidiary of the Company.

Capital Structure. (i) The In the case of the Company, the authorized capital stock of the Company consists of 450,000,000 Company Shares and 25,000,000 1,000,000,000 shares of preferred stockCompany Common Stock, with no par value per share (“Company Preferred Shares”). As of which 701,288,928 shares were outstanding as of the close of business on November 26August 31, 20192016, and 22,000,000 shares of preferred stock, par value $0.001 per share, of which no shares were outstanding or held by the Company in its treasury as of the date of this Agreement (collectively, the “Company Capital Stock”). All outstanding shares of Company Capital Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. At the close of business on August 31, 2016, (A) 316,448,045 no shares of Company Shares Common Stock were issued and outstanding (not including held by the Company Shares held in its treasury), of which 1,006,220 were Company Restricted Shares (having the same voting rights as Company Shares), (B) 1,367,143 1,460,725 shares of Company Shares were held in treasury, (C) no Company Preferred Shares were issued or outstanding, (D) 4,198,845 Company Shares Common Stock were issuable upon the exercise exercise, settlement or vesting of outstanding Company Options, (EC) 847,274.137 1,592,662 shares of Company Shares Common Stock were subject to issuable upon the settlement or vesting of outstanding Company RSUs, (F) 3,669,078 Company Shares were subject to outstanding Company PSAs PSUs (assuming achievement of the applicable performance measures goals at the maximum leveltarget value), (GD) 13,434,460 1,273,708 shares of Company Shares Common Stock were reserved issuable upon settlement or vesting of outstanding Company Phantom Units, and (E) 512,493 shares of Company Common Stock were underlying outstanding Company Other Awards (assuming solely for issuance under this clause (E) a price per share of Company Common Stock of $35.62). Except as set forth above, at the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan and the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as close of May 26business on August 31, 2016) and (H) , no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance issued or outstanding. As of Since August 31, 2016 to the date of this Agreement, except as set forth above in this Section 5.1(b)(i), (1) there are have been no other issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of shares pursuant to the exercise, settlement or vesting of Company issuedOptions, reserved for issuance Company PSUs or outstanding. All Company Phantom Units, in each case, outstanding Company Shares areas of August 31, 2016, and all (2) there have been no issuances by the Company Shares reserved for issuanceof options, when issued upon exercise thereof or in accordance with the respective terms thereofwarrants, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(a), there are no (1) other rights to acquire shares of capital stock or other securities of, or ownership interests in, the Company, (2) securities of the Company or other rights that give the holder thereof any economic interest of its Subsidiaries convertible into or exchangeable or exercisable for, or giving any Person a right nature accruing to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in the Company or any Subsidiary of the Company, (3) 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 (x) give any Person the right to purchase, subscribe or acquire from the Company or any Subsidiary of the Company, or (y) obligate the Company or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company or (4) obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, the Company or any Subsidiary of the Company. The Company 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 the Company on any matter. There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of the Company or any Subsidiary of the CompanyCommon Stock.