Common use of Capital Structure Clause in Contracts

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Shares”). At the close of business on August 30, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 (i) 1,000,000,000 shares of Preferred StockCompany Common Stock and (ii) 50,000,000 shares of preferred stock, par value $0.001 0.01 per share (“Company Preferred Stock” and, together with the Company Common Stock, the “Preferred SharesCompany Capital Stock”). At the close of business on August 30October 11, 2019 (the “Capitalization Measurement Date”), ): (iA) 11,038,737 Shares 213,404,153 shares of Company Common Stock were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding; (of which 318,750 Shares B) 1,684,659 Company RSUs were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares and 1,213,728 Company PSUs were issued and outstanding at target performance levels; and (C) 17,747,482 shares of Company Common Stock remained available for issuance pursuant to the Company Equity Plan. (b) All outstanding shares of Company Capital Stock have been duly authorized and are validly issued, fully paid, paid and nonassessablenon-assessable and are not subject to preemptive rights. All Shares reserved for issuance shall be, when outstanding shares of Company Capital Stock have been issued and granted in accordance compliance in all material respects with the terms (i) applicable securities Laws and conditions other applicable Law and (ii) all requirements set forth in applicable contracts. As of the applicable instrument pursuant close of business on the Measurement Date, except as set forth in this Section 4.2 and in the Designated Stockholder Voting Agreements and the Company Stockholders’ Agreement, there are no outstanding options, warrants or other rights to which they are issuablesubscribe for, duly authorized, validly issued, fully paid, and nonassessable. (b) All purchase or acquire from the Company or any of its Subsidiaries any capital stock of the Company or securities convertible into or exchangeable or exercisable for capital stock of the Company (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock of each or other equity interests of the Subsidiaries that is of the Company are owned by the Company, or a corporation direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 4.2, and except for changes since the Measurement Date resulting from the vesting of Company RSUs or Company PSUs outstanding at such date (ii) for and the authorization and issuance of the Series A Preferred Stock shares thereunder), or stock grants or other awards granted in accordance with Section 5.196.1(b)(ii), there are outstanding: (A) no outstanding shares of capital stock ofCompany Capital Stock, Voting Debt or other equity or other interests in, voting securities of the Company, (B) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock, Voting Debt or other voting securities of the Company and there are (C) no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangementssubscriptions, calls, commitmentsrights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is a party or 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 rights cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any kind that obligateVoting Debt or other voting securities of the Company, or with obligating the passage Company or any Subsidiary of time may obligatethe Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. Other than the Company Stockholders’ Agreement and the Designated Stockholder Voting Agreements, there are not any stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by which it is bound relating to issue or sell to any Person the voting of any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities equity interest of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of Company Common Stock or any other shares of Company Capital Stock. As of the date of this Agreement, there are no outstanding Contracts of neither the Company or nor any of its Subsidiaries to repurchase, redeem or otherwise acquire has any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d1) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date interests in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest helda material joint venture or, directly or indirectly, by the Company equity securities or other similar equity interests in each such Subsidiaryany Person or (2) obligations, the jurisdiction of incorporation whether contingent or formation of each such Subsidiary, andotherwise, to the Knowledge of the Company, the name(s) of consummate any material additional investment in any Person other than its Subsidiaries and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest its joint ventures listed on Schedule 4.2 of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other PersonDisclosure Letter. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 100,000,000 Company Shares and 25,000,000 (ii) 1,000,000 shares of Preferred Stockpreferred stock, $0.001 par value $0.001 per share (“Company Preferred Stock”), of which (A) 400,000 shares have been designated as Series A Convertible Preferred Stock and (B) 100,000 shares have been designed as Series B Junior Participating Preferred Stock (the “Company Series B Preferred SharesStock”). At the close of business on August 30November 9, 2019 (the “Capitalization Date”)2009, (i) 11,038,737 42,826,170 Company Shares were issued and outstanding (outstanding, all of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, nonassessable and nonassessable. All free of preemptive rights; (ii) 1,099,335 Company Shares were held in the treasury of the Company and no Company Shares were held by Subsidiaries of the Company; (iii) 6,804,594 Company Shares were reserved for issuance shall bepursuant to outstanding options (the “Company Stock Options”) to purchase Company Shares pursuant to the ▇▇▇▇▇▇.▇▇▇, Inc. Equity Incentive Plan (the “Company Stock Option Plan”), warrants or other rights to purchase or otherwise acquire the Company Shares; and (iv) no shares of Company Preferred Stock were reserved for issuance, other than 100,000 shares of Company Series B Preferred Stock reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 2009, between the Company and American Stock Transfer & Trust Company LLC (the “Company Rights Agreement”) providing for rights to acquire shares of Company Series B Preferred Stock (the “Company Rights”). The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued in accordance with pursuant to the terms and conditions of the applicable instrument pursuant to which they are issuablethereof, duly authorized, will be validly issued, fully paid, nonassessable and nonassessable. (b) All free of the outstanding preemptive rights. No shares of capital stock Company Preferred Stock are issued or outstanding. Except as set forth above and except for the issuance of each Company Shares upon the exercise of Company Stock Options outstanding in accordance with the Subsidiaries that is a corporation are duly authorizedterms thereof, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding no shares of capital stock or other voting securities of each the Company are issued, reserved for issuance or outstanding. As of the Subsidiaries are owned free and clear date of any Lien. (c) Except this Agreement, except for (i) this Agreement and (ii) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19above, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, puts or rights Contracts to which the Company or any of its Subsidiaries is a party or by which any kind that obligate, or with the passage of time may obligate, them is bound obligating the Company or any of its Subsidiaries to issue issue, deliver, sell, redeem or sell otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any Person any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of obligating the Company or any of its SubsidiariesSubsidiaries to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have any outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders stockholders of the Company on any matter matter. There are no Contracts to which the Company, its Subsidiaries or any of their respective officers or directors is a party concerning the right to subscribe for or acquire, voting of any equity securities capital stock of the Company or any of its Subsidiaries. (fb) Each outstanding share of capital stock (or other voting security or equity equivalent, as the case may be) of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and, except for director or qualifying shares, each such share (or other voting security or equity equivalent, as the case may be) is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. (c) Section 3.2(f3.2(c) of the Company Disclosure Schedule Letter sets forth, forth a list as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price this Agreement of all Subsidiaries and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions Joint Ventures of the Company Stock Plan and does not trigger liability for the holder thereof under jurisdiction in which such Subsidiary or Joint Venture is organized. Section 409A of the Code. (g) Section 3.2(g) 3.2 of the Company Disclosure Schedule Letter also sets forth as of the date of this Agreement: (i) each Subsidiary Agreement the nature and extent of the Company, the percentage of ownership interest held, directly or indirectly, and voting interests held by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge Joint Venture. As of the Company, the name(s) date of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support this Agreement, the Company is not a party has no obligation to make any capital contributions, or bound byotherwise provide assets or cash, to any Contracts concerning the voting Joint Venture. (including voting trusts and proxiesd) of any shares of capital stock or other equity interests Section 3.2(d) of the Company or any Letter sets forth a true, complete and correct list of its Subsidiariesall persons who, as of the date of this Agreement, held outstanding Company Stock Options indicating, with respect to each Company Stock Option then outstanding, the number of Company Shares subject to such Company Stock Option, and the exercise price, date of grant, vesting schedule and expiration date thereof.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 30,000,000 shares of Preferred StockCompany Stock and 20,000,000 shares of undesignated stock, par value $0.001 0.01 per share (the “Undesignated Stock”) of which two (2) million shares have been designated Series A 7% Convertible Preferred Shares”)Stock, 3,500,000 shares have been designated Class B common stock and 10,000 were designated 8% Convertible Preferred Stock. At the close of business on August 30January 11, 2019 (the “Capitalization Date”), 2007 (i) 11,038,737 Shares 12,002,015 shares of Company Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no shares of Company Options Stock were issued but not outstanding and (i.e., held as treasury stock), (iii) no Preferred Shares were outstanding. At the close 363,645 shares of business on the Capitalization Date, no Shares or Preferred Shares Company Stock were reserved and available for issuance pursuant to outstanding Company Stock Options, (iv) 192,167 shares of Company Stock were reserved and available for issuance pursuant to outstanding Company Warrants and (v) no shares of Company Preferred Stock were issued or outstanding (including, without limitation, as treasury shares). All Company Stock Options and awards of restricted stock under the PW Eagle, Inc. 1997 Stock Option Plan are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements. All outstanding shares of capital stock of the Company for issuance other than 1,021,060 Shares reserved for issuance under are, and all shares which may be issued pursuant to the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall Options or Company Warrants will be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuablethereof, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. All equity interests in each There are no bonds, debentures, notes or other indebtedness of the Subsidiaries that is a partnership Company having the right to vote (or limited liability company are duly authorized and validly issued. All 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 4.03, and subject to Section 6.01, (A) there are not issued, reserved for issuance or outstanding (1) any shares of capital stock or other voting securities or equity interests of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights (2) any securities of any kind that obligate, or with the passage of time may obligate, the Company convertible into or any of its Subsidiaries to issue exchangeable or sell to any Person any exercisable for shares of capital stock or other voting securities or equity interests of the Company Company, (3) any warrants, calls, options or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right rights to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of from the Company or any of its Subsidiaries. As of the date of this Agreement, there are and no outstanding Contracts 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 or (4) any stock appreciation rights, “phantom” stock rights, restricted stock units, performance units, rights to receive shares of Company Stock on a deferred basis or other rights (other than as set forth above) that are linked to the value of Company Stock (collectively, “Company Stock-Based Awards”) and (B) there are not any outstanding obligations to repurchase, redeem or otherwise acquire any of the Shares such securities or other outstanding securities of to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or nor any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning voting Contract with respect to the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiariessuch securities.

Capital Structure. (a) The authorized capital stock of the Company International consists of 100,000,000 Shares and 25,000,000 30,000,000 shares of International Common Stock and 1,000,000 shares of Series A Preferred Stock, par value $0.001 per share (the “Preferred Shares”). At the close of business on August April 30, 2019 (the “Capitalization Date”)1997, (i) 11,038,737 Shares 11,148,302 shares of International Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no Company Options shares of International Common Stock were outstanding and held by International in its treasury, (iii) no 1,250,000 shares of International Common Stock were reserved for issuance pursuant to the Benefit Plans and International had commitments to issue up to 768,949 shares of International Common Stock under the Benefit Plans, exclusive of shares issuable under the 1996 Employee Stock Purchase Plan with respect to the offering period beginning April 1, 1997, (iv) 11,911.565 shares of Series A Preferred Shares Stock were issued and outstanding, and (v) contingent warrants to purchase 264,701 shares of International Common Stock (the "International Warrants") were issued and outstanding. At Except as set forth above, at the close of business on the Capitalization DateApril 30, 1997, no Shares shares of capital stock or Preferred Shares other voting securities of International were reserved by the Company for issuance other than 1,021,060 Shares issued, reserved for issuance under the Company Stock Planor outstanding. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of International are, and all shares which may be issued pursuant to the Subsidiaries that is a corporation are Benefit Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. All equity interests There are not any bonds, debentures, notes or other indebtedness of International having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of International may vote. Except as set forth above or as provided in each Section 1.5 hereof, there are not, and immediately prior to the Offer Closing Time there will not be, any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of the Subsidiaries that any kind to which International is a partnership party or limited liability company are duly authorized and validly by which it is bound obligating International to issue, deliver or sell, or cause to be issued. All of the outstanding , delivered or sold, additional shares of capital stock or other voting securities of each International or of the Subsidiaries are owned free and clear of Daka or obligating International or Daka to issue, grant, extend or enter into any Lien. (c) such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of regarding the Series A Preferred Stock and the International Warrants or as provided in accordance with Section 5.191.5 hereof, there are no not any outstanding shares contractual obligations of capital stock of, International or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Shares capital stock of International or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant International has delivered to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards Compass a complete and the Company Stock Plan or the issuance correct copy of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forthPurchase Agreement, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject amended and supplemented to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares 30,000,000 shares of Common Stock and 25,000,000 5,000,000 shares of preferred stock (the "Preferred Stock"), of which 820,513 shares of Preferred Stock have been designated as the ESOP Preferred Stock, par value $0.001 per share (the “Preferred Shares”). At the close of business on August 30January 31, 2019 (the “Capitalization Date”)1997, (i) 11,038,737 Shares 5,961,665 shares of Common Stock were issued and outstanding (outstanding, all of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and free of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 preemptive rights, and (ii) for the authorization 786,869.1221 shares of ESOP Preferred Stock were issued and issuance outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights. As of the Series A date of this Agreement, except for (i) the rights to purchase shares of Common Stock (the "Rights") issued pursuant to the Rights Agreement dated as of April 26, 1996 (the "Rights Agreement"), between the Company and State Street Bank, as Rights Agent; (ii) the rights of holders of shares of ESOP Preferred Stock to convert such shares into shares of Common Stock; and (iii) stock options covering not in accordance with Section 5.19excess of 1,550,670 shares of Common Stock, including shares offered under the Company's 1980 Nonqualified Stock Option Plan, Stock Option and Stock Appreciation Rights Plan of 1980, 1983 Incentive Stock Option Plan, 1984 Stock Option Plan, 1987 Stock Option and Restricted Stock Plan and 1993 Long-Term Incentive Plan (collectively, the "Company Stock Options"), there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, rights or rights agreements to which the Company or any of its Subsidiaries is a party or by which any kind that obligate, or with the passage of time may obligate, them is bound obligating the Company or any of its Subsidiaries to issue issue, deliver or sell sell, or cause to any Person any be issued, delivered or sold, additional shares of capital stock of the Company or other securities of any Subsidiary or obligating the Company or any of its Subsidiaries to grant, extend or enter into any securities such option, warrant, call, right or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than agreement. Except as set forth in the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities Company Letter and except in respect of the Company or any of its Subsidiaries. As ESOP Preferred Stock, as of the date of this Agreement, there are no outstanding Contracts contractual obligations of the Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of the Shares or other outstanding securities capital stock of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) dispose of any shares of the capital stock or other equity interests of any of the Company or any of its Company's Subsidiaries.

Capital Structure. (ai) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 20,000,000 shares of Preferred Company Common Stock, par value $0.001 per share (the “Preferred Shares”). At of which 12,625,693 shares were issued and outstanding as of the close of business on August 30November 1, 2019 (the “Capitalization Date”)2005, (i) 11,038,737 Shares were and 5,000,000 shares of preferred stock, no par value per share, of which 300,000 shares have been designated Series A Preferred Stock and no shares of which are issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, paid and nonassessablenonassessable and were issued in compliance with all applicable Laws. All Shares Other than 1,415,728 shares of Company Common Stock reserved for issuance shall beunder the Company’s 1993 Employee Stock Purchase Plan, when issued in accordance with 1988 Stock Option Plan and 1998 Stock Incentive Plan (the terms “Company Stock Plans”), and conditions 650,000 shares of Company Common Stock reserved for issuance upon exercise of options granted to executives upon commencement of their employment, the Company has no shares of Company Common Stock reserved for issuance. Section 5.1(b)(i) of the applicable instrument pursuant to which they are issuableCompany Disclosure Letter contains a correct and complete list of options and restricted stock, duly authorizedunder the Company Stock Plans, validly issuedincluding the holder, fully paiddate of grant, term, number of shares and nonassessable. (b) All exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests , were issued in each compliance with all applicable Laws and, except for director qualifying shares in jurisdictions in which such shares are required, owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien. (c) ”). Except (i) as set forth in this Section 3.2 above and (ii) except for the authorization rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of February 18, 2003, between the Company and issuance of Registrar and Transfer Company (the Series A Preferred Stock in accordance with Section 5.19“Rights Agreement”), there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, commitments or rights of any kind that obligate, or with the passage of time may obligate, obligate the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the any Liens. The Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities shareholders of the Company or on any of its Subsidiariesmatter. (fii) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g5.1(b)(ii) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (ix) each Subsidiary of the Company, ’s Subsidiaries and the percentage of ownership interest held, directly or indirectly, by of the Company in each such Subsidiary, as well as the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person or Persons in each such Subsidiary (if applicable), and (iiy) any the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such Person other Person. (h) Other than pursuant to the Organizational Documents of securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the Support Agreementoutstanding capital stock of such company. The Company does not own, the Company is not a party to directly or bound byindirectly, any Contracts concerning voting interest in any Person that requires an additional filing by Parent under the voting ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries“HSR Act”).

Capital Structure. (ai) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 (A) 250,000 shares of Company Class A Common Stock, of which 16,361 shares are outstanding (including 191.18 shares held in treasury), (B) 250,000 shares of Company Class B Common Stock, of which 33,639 shares are outstanding (including no shares held in treasury) and (C) 250,000 shares of Company Preferred Stock, par value $0.001 per share of which 45,000 shares are outstanding (the “Preferred Shares”including 143.00 shares held in treasury). At The Capitalization Side Letter sets forth each record holder of Company Stock and the close number of business on August shares of each class of Company Stock held by each such record holder immediately prior to the Management Rollover Transaction. From June 30, 2019 (2003, there have been no issuances of shares of the “Capitalization Date”), (i) 11,038,737 Shares were capital stock of the Company or securities convertible into or exercisable for capital stock of the Company. All issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All shares of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation Company are duly authorized, validly issued, fully paid and nonassessable. All equity interests , and, except as provided in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares Company Stockholders Agreement, no class of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no is entitled to preemptive or similar rights, . No options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, agreements or other rights of any kind that obligate, or with the passage of time may obligate, to acquire capital stock from the Company or any of its Subsidiaries to issue or sell to any Person any shares are outstanding. Except as provided in the Certificate of capital stock or other securities Incorporation and Section 3.1(c)(ii) of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forDisclosure Schedule, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As as of the date of this Agreement, there are no outstanding Contracts obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities capital stock of the Company or any of its Subsidiaries. (fii) Except as disclosed in Section 3.2(f3.1(c)(iii) of the Company Disclosure Schedule sets forthand except for Liens (defined below) granted in connection with the Credit Agreement and the Bonding Agreement, as all of the close outstanding shares of business on the Capitalization Date, all outstanding Company Equity Awards, including the number capital stock of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions each of the Company’s Subsidiaries are beneficially owned by the Company, directly or indirectly, and all such shares have been validly issued and are fully paid and nonassessable and are owned by either the Company Stock Plan or one or more of its Subsidiaries, free and does not trigger liability for the holder thereof under Section 409A clear of the Codeall liens, charges, mortgages, pledges, security interests, restrictions on transfer or other encumbrances (collectively, “Liens”). (giii) Section 3.2(g) of the Company Disclosure Schedule sets forth as As of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest heldno bonds, directly or indirectlydebentures, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest notes or other ownership interest indebtedness of the Company having the right to vote on any matters on which stockholders may vote are issued or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Personoutstanding. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized share capital stock of the Company consists of 100,000,000 500,000,000 Shares and 25,000,000 50,000,000 preferred shares of which 20,000 have par value of $100.00 per share and 49,980,000 have no par value (the "Preferred Shares"), of which 5,000,000 shares of Preferred Stock, Stock having no par value $0.001 per share have been designated as Class A Participating Preferred Shares (the “"Junior Preferred Shares”"). At As of the close of business on August April 30, 2019 2001 (the “"Capitalization Date”), (i) 11,038,737 "): 8,650,602 Shares were issued and outstanding (outstanding; no shares of which 318,750 Preferred Stock were issued and outstanding; 874,687 Shares were subject held in the Company's treasury; and there were outstanding Rights with respect to Unvested 492,375 Shares as set forth in Section 3.3 of the Disclosure Letter; and there were outstanding rights (the "Rights Agreement Rights") under the Rights Agreement dated January 25, 2001 between the Company Restricted Stock Awardsand Fleet National Bank, as rights agent (the "Rights Agreement"). Since the Capitalization Date, except as set forth in Section 3.3 of the Disclosure Letter or in the SEC Reports (as defined in Section 3.6), the Company (i) has not issued any Shares other than upon the exercise or vesting of Rights outstanding on such date, (ii) no Company Options were outstanding has not granted any options or rights to purchase or acquire Shares (under the Company's Share Plans or otherwise) and (iii) no Preferred Shares were outstanding. At the close has not split, combined or reclassified any of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Planits shares of beneficial interest. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paidbeen, and nonassessable. All all Shares reserved for issuance shall that may be issued pursuant to Rights will be, when issued in accordance with the respective terms and conditions of the applicable instrument pursuant to which they are issuablethereof, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issuedissued and are fully paid and nonassessable and are free of preemptive rights. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and 3.3 or in Section 3.3 of the Disclosure Letter or in the SEC Reports, there are outstanding (i) no shares of beneficial interest or other voting securities of the Company, (ii) for the authorization and issuance no securities of the Series A Preferred Stock Company convertible into or exchangeable for shares of beneficial interest or voting securities of the Company and (iii) no options, warrants, rights or other agreements or commitments to acquire from the Company, and no obligation of the Company to issue, any shares of beneficial interest, voting securities or securities convertible into or exchangeable for shares of beneficial interest or voting securities of the Company, 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 (the items in accordance with clauses (i), (ii) and (iii) being referred to collectively as the "Company Securities"). Except as set forth in Section 5.193.3 of the Disclosure Letter, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities obligations of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries subsidiary to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its SubsidiariesSecurities. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 300,000,000 Company Shares, of which 66,666,268 Company Shares were issued and 25,000,000 shares outstanding and 2,230,586 Company Shares were held in treasury as of Preferred Stock, par value $0.001 per share (the “Preferred Shares”). At the close of business on August 30December 31, 2019 1997; 2,000,000 shares of preferred stock, par value $50.00 per share (the “Capitalization Date”"Preferred Shares"), (i) 11,038,737 Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options shares were outstanding and (iii) no Preferred Shares were outstanding. At as of the close of business on December 31, 1997; and 50,000,000 shares of preference stock, par value $1.00 per share (the Capitalization Date"Preference Shares"), of which no Shares or Preferred Shares shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Planoutstanding as of December 31, 1997. All of the issued and outstanding Company Shares have been duly authorized and are validly issued, fully paid, paid and nonassessable. All Other than 2,000,000 Preference Shares, designated "Series A Junior Participating Preference Stock", reserved for issuance pursuant to the Rights Agreement, dated as of December 11, 1996, between the Company and State Street Bank and Trust Company, as Rights Agent (the "Rights Agreement"), Company Shares reserved for issuance shall be, when pursuant to the Stock Option Agreement and Company Shares reserved for issuance as set forth below or which may be issued in accordance with Section 6.1(a), the terms and conditions Company has no Company Shares, Preferred Shares or Preference Shares reserved for issuance. As of the applicable instrument December 31, 1997, there were not more than 6,650,000 Com pany Shares reserved for issuance pursuant to which they are issuablethe Company's 1986 Stock Option Plan, duly authorized1995 Stock Incentive Plan, validly issuedNon-Employee Director Stock Plan, fully paidIncentive Award Deferral Plan and 1996 Non-Employee Director Stock Plan (collectively, and nonassessable. (b) All the "Stock Plans"). Each of the outstanding shares of capital stock or other securities of each of the Company's Significant Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and owned by the Company or a direct or indirect wholly-owned Subsidiary of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned Company, free and clear of any Lien. (c) lien, pledge, security interest, claim or other encumbrance. Except (i) as set forth in this Section 3.2 above and (ii) except for the authorization Company Shares and issuance of the Series A Preferred Stock options to purchase Company Shares which may be issued in accordance with Section 5.196.1(a), there are no outstanding shares neither the Company nor any of capital stock of, its Subsidiaries has any obligation with respect to any preemptive or other equity or outstanding rights (other interests in, the Company, and there are no preemptive or similar rightsthan stock appreciation rights in respect of not more than 40,000 Company Shares), options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, arrangements or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries commitments to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. As of The Company Shares issuable pursuant to the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of Stock Option Agreement have been duly reserved for issuance by the Company, no and upon any issuance of such Company Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of the Stock Option Agreement, such Company Equity Awards Shares will be duly and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, validly issued and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the fully paid and nonassessable. The Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities shareholders of the Company or on any of its Subsidiariesmatter. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 50,000,000 shares of Preferred StockCompany Common Stock and 10,000,000 shares of preferred stock, par value $0.001 .01 per share (the “"Preferred Shares”Stock"). At the close of business on August 30April 24, 2019 (the “Capitalization Date”)1998, (i) 11,038,737 Shares 25,520,763 shares of Company Common Stock and no shares of Preferred Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no 18,845 shares of Company Options Common Stock were outstanding and held by the Company in its treasury, (iii) no Preferred Shares 5,484,329 shares of Company Common Stock were outstandingreserved for issuance pursuant to outstanding Stock Options under the Company Stock Plans (each as defined in Section 7.04), 17 (iv) 180,816 shares of Company Common Stock were reserved for issuance pursuant to the Yurie Systems, Inc., Employee Stock Purchase Plan (the "ESPP") and (v) 191,374 shares of Company Common Stock were reserved for issuance pursuant to the Yurie Systems, Inc. 401(k) Savings Plan (the "401(k) Plan"). At Except as set forth above, at the close of business on the Capitalization DateApril 24, 1998, no Shares shares of capital stock or Preferred Shares were reserved by other voting securities of the Company for issuance other than 1,021,060 Shares were issued, reserved for issuance under or outstanding. All outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to the Company Stock Plan. All of Plans, the issued ESPP and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall the 401(k) Plan will be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuablethereof, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests nonassessable and not subject to or issued in each violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Subsidiaries that DGCL, the Company's Certificate of Incorporation or By-laws or any Contract (as defined in Section 4.04) to which the Company is a partnership party or limited liability company otherwise bound. There are duly authorized and validly issued. All no bonds, debentures, notes or other indebtedness of the outstanding Company having the right to vote (or convertible into 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, there are no 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 (i) obligating the Company or any subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of equity interests in, or any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) security convertible into or exercisable for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of or exchangeable into any capital stock of, of or other equity or other interests interest in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or of any subsidiary or any Voting Company Debt or (ii) obligating the Company or any subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. The Company is not a party to any voting agreement with respect to the voting of any of its Subsidiaries to issue or sell to securities. There are not any Person any shares of capital stock or other securities outstanding contractual obligations of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of the Shares or other outstanding securities capital stock of the Company or any of its Subsidiariessubsidiaries. To the Knowledge The outstanding capital stock of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement Company was issued in compliance with all applicable Federal and state securities laws and regulations. The shares of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Common Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right Exhibit A to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities Agreement represent in excess of a majority of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.Common Stock on a fully diluted basis. 18

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 115,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, 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 $0.001 1.00 per share (the “"Company Junior Preferred Shares”Stock"). At the close of business on August 30November 20, 2019 (the “Capitalization Date”), 1997: (i) 11,038,737 Shares 54,883,087 shares of Company Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), outstanding; (ii) no 8,405,267 shares of Company Options Common Stock were outstanding issued and held by the Company in its treasury; (iii) no 175,000 shares of Company Junior Preferred Shares Stock were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares 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 (A) 8,678,216 shares are subject to issuance pursuant to outstanding employee or director stock options granted under the Company Stock PlanPlans, (B) up 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 Stock have been designated or issued. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are Company are, and all shares thereof which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. All equity interests Except as set forth in each this Section 3.2(c) and except for changes since November 20, 1997 resulting from the issuance of shares of Company Common Stock pursuant to the Subsidiaries that is a partnership Company Stock Options or limited liability company as permitted by Section 4.1(a), (x) there are duly authorized and validly not issued. All of the , reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a SubsidiaryB) a right to subscribe for or acquire, any securities of the Company or any Company subsidiary convertible into or exchangeable or exercisable for shares of its Subsidiaries. As capital stock or voting securities of the date of this AgreementCompany, there are no outstanding Contracts (C) any warrants, calls, options or other rights to acquire from the Company or any Company subsidiary, and any obligation of the Company or any of its Subsidiaries Company subsidiary to repurchaseissue, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.,

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 30,000,000 Shares and 25,000,000 (ii) 5,000,000 shares of preferred stock, no par value (the "Preferred Stock, par value $0.001 per share (the “Preferred Shares”"). At the close of business on August 30December 13, 2019 (the “Capitalization Date”), 1996: (i) 11,038,737 12,733,467 Shares were issued and outstanding (of which 318,750 outstanding, 1,863,190 Shares were subject reserved for issuance pursuant to Unvested outstanding Company Restricted Stock Awards)Options, and 4,312,500 Shares were reserved for issuance upon conversion of the outstanding Convertible Notes and (ii) no Company Options shares of Preferred Stock were outstanding and 18,909,157 shares of Series A Junior Preferred Stock were reserved for issuance under the Rights Agreement dated as of December 12, 1990 between the Company and First Chicago Trust Company of New York (iii) no Preferred Shares were outstandingthe "Rights Agreement"). At Except as set forth above, at the close of business on the Capitalization DateDecember 13, 1996, no Shares shares of capital stock or Preferred Shares were reserved by other equity securities of G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 6 the Company for issuance other than 1,021,060 Shares were issued, reserved for issuance under the Company Stock Planor outstanding. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are Company are, and all shares which may be issued pursuant to the Company Stock Plan or any outstanding Company Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. All equity interests in each Except for $86,250,000 principal amount of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the CompanyConvertible Notes, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations indebtedness of the holders Company or any subsidiary of which have the Company having the right to vote (or other securities convertible into into, or exercisable for equity exchangeable for, securities having the right to vote) with the Stockholders on any matter or matters on which the right to subscribe for or acquire, any equity securities stockholders of the Company or any of its Subsidiaries. (f) Section 3.2(f) subsidiary of the Company may vote are issued or outstanding. Except as disclosed in Section 2.2 of the Disclosure Schedule sets forth, as of dated the close of business on date hereof and delivered by the Capitalization DateCompany to Conseco concurrently herewith (the "Disclosure Schedule"), all the outstanding Company Equity Awards, including the number shares of Shares covered by or subject to the award, the holder, date capital stock of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions each subsidiary of the Company Stock Plan have been validly issued and does not trigger liability for are fully paid and nonassessable and are owned by the holder thereof under Section 409A of the Code. (g) Section 3.2(g) Company, by one or more subsidiaries of the Company Disclosure Schedule sets 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 as above or in Section 2.2 of the date Disclosure Schedule, neither the Company nor any subsidiary of this Agreement: the Company has any outstanding option, warrant, subscription or other right, agreement or commitment which either (i) each Subsidiary obligates the Company or any subsidiary of the CompanyCompany to issue, the percentage of ownership interest heldsell or transfer, directly repurchase, redeem or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation otherwise acquire or formation of each such Subsidiary, and, to the Knowledge vote any shares of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest stock of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents subsidiary of the Company or any (ii) restricts the transfer of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests Shares. Except as disclosed in Section 2.2 of the Company or any of its SubsidiariesDisclosure Schedule, no issued and outstanding Shares are owned by the Company's subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company Lucent consists of 100,000,000 Shares and 25,000,000 3,000,000,000 shares of Preferred StockLucent Common Stock and 250,000,000 shares of preferred stock, par value $0.001 1.00 per share share, of Lucent ("Lucent Authorized Preferred Stock"), of which 7,500,000 shares have been designated Series A Junior Participating Preferred Stock (the “"Lucent Junior Preferred Shares”Stock"). At the close of business on August November 30, 2019 (the “Capitalization Date”)1998, (i) 11,038,737 Shares 1,318,615,011 shares of Lucent Common Stock were issued and outstanding, (ii) approximately 105,351,000 shares of Lucent Common Stock were reserved for issuance pursuant to outstanding stock options or other rights to purchase or receive Lucent Common Stock granted under the 1996 Long Term Incentive Program, the 1997 Long Term Incentive Plan, the Global Founders Grant, the 1998 Global Ownership Grant and various plans of companies acquired by Lucent (such plans, collectively, the "Lucent Stock Plans"), (iii) no shares of Lucent Junior Preferred Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iiiiv) other than the Lucent Junior Preferred Stock, no other shares of Lucent Authorized Preferred Shares were Stock have been designated or issued. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of Lucent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Lucent may vote are issued or outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are Lucent are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. All equity interests in each Lucent has made available to Ascend a complete and correct copy of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All Rights Agreement dated as of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19April 4, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth1996, as amended (the "Lucent Rights Agreement") between Lucent and The Bank of the close of business on the Capitalization DateNew York, all outstanding Company Equity Awardsas Rights Agent, including the number of Shares covered by or subject relating to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Coderights ("Lucent Rights") to purchase Lucent Junior Preferred Stock. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (ai) The authorized capital stock of the Company consists of 100,000,000 Shares and (i) 25,000,000 shares of Preferred Stockpreferred stock, par value $0.001 0.01 per share (the “Preferred Stock”) and (ii) 500,000,000 Shares”). At the close As of business on August 30June 17, 2019 2022: (the “Capitalization Date”), (iA) 11,038,737 73,194,171 Shares were issued and outstanding outstanding, (B) no shares of which 318,750 Preferred Stock were issued and outstanding, (C) 5,636,129 Shares were subject to Unvested outstanding Company Restricted Stock Options, (D) 2,660,447 Shares were subject to outstanding Company RSU Awards, and (E) 1,245,120 Shares were subject to outstanding Company PSU Awards. Except as set forth in this Section 5.01(b) and for Shares issuable upon the exercise or settlement of Company Equity Awards outstanding on the date hereof or granted following the date hereof pursuant to Section 6.01(b), the Company has no other equity or equity-based interests authorized, issued and/or outstanding. (ii) no Section 5.01(b)(ii) of the Company Options were Disclosure Schedule sets forth a complete and accurate list as of the date hereof of all outstanding Company Equity Awards granted under the Company Equity Plan or otherwise, indicating, with respect to each Company Equity Award then outstanding, the type of award granted, the target number of Shares subject to such Company Equity Award, date of grant, vested status, and in the case of any Company Option, the exercise price. Each Company Option was granted in compliance with Section 409A of the Code. (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been are duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuableCompany’s organizational documents, duly authorized, validly issued, fully paidas applicable, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorizedare, validly or will be when issued, fully paid and nonassessable. All of the outstanding Shares have not been, or will not be when issued, issued in violation of any applicable securities Laws or preemptive rights, rights of first refusal or other similar rights of any Person. All of the issued and outstanding equity interests in each of the Company’s Subsidiaries that is a partnership or limited liability company are duly authorized and validly issuedissued in accordance with the respective organizational documents of such Subsidiaries and are fully paid (to the extent required under such Subsidiaries’ organizational documents) and nonassessable and have not been issued in violation of any applicable securities Laws or preemptive rights, rights of first refusal or other similar rights of any Person. All The Company owns, directly or indirectly, all of the outstanding shares of capital stock or other voting securities of equity interests in each of the its Subsidiaries are owned free and clear of all Liens other than (A) transfer restrictions imposed by federal and state securities Laws and (B) any Lientransfer restrictions contained in the organizational documents of the Company and its Subsidiaries. (civ) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance organizational documents of the Series A Preferred Stock Company and except as otherwise provided in accordance with Section 5.195.01(b)(i), there are no outstanding shares of capital stock of, preemptive rights or other equity or other interests in, the Company, and there are no preemptive or similar outstanding rights, options, warrants, conversion rights, stock appreciation rights, phantom equity interests, redemption rights, repurchase rights, agreements, arrangements, calls, commitmentssubscription agreements, commitments or rights of any kind that obligate, or with the passage of time may obligate, obligate the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries equity interests or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s a right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquiremeasured by reference to, any securities of equity interests in the Company or any of its Subsidiaries. As of the date of this Agreement, there and no securities or obligations evidencing such rights are no outstanding Contracts of authorized, issued or outstanding. (v) Neither the Company or nor any of its Subsidiaries to repurchase, redeem or otherwise acquire has any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders holders of equity interests in the Company or any of its Subsidiaries on any matter matter. (vi) There are no voting trusts, voting proxies or other agreements or understandings to which the right Company or any of its Subsidiaries is a party with respect to subscribe for the voting or acquire, any registration of the Shares or other equity securities interest of the Company or any of its Subsidiaries. (fvii) Section 3.2(f) Except with respect to the ownership of any equity or long-term debt securities between or among the Company Disclosure Schedule sets forthor any of its Subsidiaries, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest none of the Company or any of its Subsidiaries in owns, directly or indirectly, any other Person, together with the jurisdiction equity or long-term debt securities of incorporation or formation of each such other any Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company Buyer consists of (i) 100,000,000 Shares and 25,000,000 shares of Preferred Buyer Class A Stock, (ii) 10,000,000 shares of Class B common stock, $0.001 par value $0.001 per share (the “Buyer Class B Stock”) and (iii) 100,000,000 shares of preferred stock, $0.001 par value (the “Buyer Preferred SharesStock”). At As of the close of business on August 3014, 2019 (the “Capitalization Date”)2014, (iA) 11,038,737 Shares 65,272,174 shares of Buyer Class A Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (iiB) no Company Options were outstanding one share of Buyer Class B Stock was issued and outstanding, and (iiiC) 14,657,980 shares of Buyer Preferred Stock were issued and outstanding. (b) Except as set forth in Section 4.2(b) of the Buyer Disclosure Letter or pursuant to this Agreement, Buyer does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of any capital stock of Buyer or any other equity securities of Buyer or any securities representing the right to purchase or otherwise receive any shares of capital stock of Buyer or any other equity securities of Buyer. Buyer has not issued or awarded, or authorized the issuance or award of, any options, restricted stock or other equity-based awards under any Buyer Benefit Plan or otherwise, and there are no Preferred Shares were outstanding. At the close options, restricted stock or other equity-based awards issued by Buyer or any Subsidiary of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance Buyer currently outstanding under the Company Stock PlanBuyer Benefit Plans or otherwise. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions shares of the applicable instrument pursuant to which they capital stock of Buyer are issuable, duly authorized, validly issued, fully paid, nonassessable and nonassessable. (b) All free of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessablepreemptive rights. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there There are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders Indebtedness of which have Buyer having the right to vote (or other securities convertible into into, or exercisable for equity exchangeable for, securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities on which holders of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of Buyer capital stock or other equity interests of the Company or any of its Subsidiariesmay vote.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 shares of Preferred StockCompany Common Stock and 5,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “Company Preferred SharesStock” and together with the Company Common Stock, the “Company Capital Stock”). At the close of business on August 30December 31, 2019 (the “Capitalization Date”)2016, (i) 11,038,737 Shares 32,240,404 shares of Company Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no shares of Company Options Preferred Stock were outstanding issued and outstanding, (iii) no Preferred Shares 4,485,836 shares of Company Common Stock were outstandingreserved and available for issuance pursuant to the Company Stock Plans and (iv) 612,813 shares of Company Common Stock were reserved for issuance under the Company Employee Stock Purchase Plan (the “Company ESPP”). At the close of business on December 31, 2016, there were (A) 819,764 shares issuable upon settlement of outstanding Company RSUs and (B) 97,912 shares potentially issuable under outstanding Company PSUs. Except as set forth in this Section 4.03(a), at the Capitalization Dateclose of business on December 31, 2016, no Shares shares of capital stock or Preferred Shares voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on December 31, 2016 to the date of this Agreement, there have been no issuances by the Company for issuance of shares of capital stock or voting securities of, or other equity interests in, the Company, other than 1,021,060 Shares the issuance of Company Common Stock upon the settlement of Company RSUs or Company PSUs outstanding at the close of business on December 31, 2016 and in accordance with their terms in effect at such time. Except as set forth above in this Section 4.03(a), there are not issued, reserved for issuance under or outstanding, and there are not any outstanding obligations of the Company Stock Plan. All or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of the issued and outstanding Shares have been duly authorized and are validly Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, fully paiddelivered or sold, and nonassessable. All Shares reserved for issuance shall beany capital stock or voting securities of, when or other equity interests in, the Company or any Company Subsidiary or (z) any rights issued in accordance with the terms and conditions by or other obligations of the applicable instrument pursuant Company or any Company Subsidiary that are linked in any way to which they are issuablethe price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, duly authorizedthe value of the Company, validly issuedany 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, fully paid, and nonassessablestock or otherwise). (b) All of the outstanding shares of capital stock Company Common Stock are, and all shares of each Company Common Stock that may be issued upon the settlement of Company RSUs and Company PSUs or the Subsidiaries that is a corporation are Company ESPP, will be, at the time of issuance, duly authorized, validly issued, fully paid and nonassessable. All equity interests nonassessable and not subject to, or issued in each violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Subsidiaries that DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is a partnership party or limited liability company are duly authorized and validly issuedotherwise bound. All Except for acquisitions, or deemed acquisitions, of Company Common Stock or other equity securities of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except Company in connection with (i) as set forth required tax withholding in this Section 3.2 connection with the vesting or settlement of Company RSUs or Company PSUs and the vesting or delivery of other awards pursuant to the Company Stock Plans and (ii) for the authorization forfeitures of Company RSUs and issuance of the Series A Preferred Stock in accordance with Section 5.19Company PSUs, there are no not any outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities obligations of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of its the last sentence of Section 4.03(a). There are no debentures, bonds, notes or other Indebtedness of the Company or of any Company Subsidiary having the right to vote on any matters on which stockholders of the Company or any Company Subsidiary may vote (“Company Voting Debt”). Neither the Company nor any of the Company Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary. Neither the Company nor any of the Company Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries. There are no stockholder rights plans (or similar plans containing any aspects commonly referred to as a “poison pill”) under which the Company or any of the Company Subsidiaries is or may become obligated to sell or otherwise issue any shares of capital stock or any other securities.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 1,500,000,000 shares of Company Common Stock, including 1,200,000,000 Class A Common Shares and 25,000,000 300,000,000 Class T Common Shares, and 200,000,000 shares of Preferred Stockpreferred stock, $0.01 par value $0.001 per share (the “"Company Preferred Shares”Stock"). At the close of business on August 30July 12, 2019 (the “Capitalization Date”)2019, (i) 11,038,737 Shares 178,004,459.559 shares of Company Common Stock were issued and outstanding outstanding, including 105,961,137.628 Class A Common Shares (284,779.400 of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)unvested as of July 12, 2019) and 72,043,321.931 Class T Common Shares, (ii) no shares of Company Options Preferred Stock were outstanding issued and outstanding, (iii) no Preferred Shares were outstanding. At the close $216.3 million in shares of business on the Capitalization Date, no Shares or Preferred Shares were reserved by Company Common Stock remained available for sale pursuant to the Company Third Amended and Restated Distribution Reinvestment Plan, effective as of October 31, 2016 (the "Company DRIP"), (iv) 1,477,205 shares of Company Common Stock remained available for issuance other than 1,021,060 Shares reserved for future issuance under the Company Equity Incentive Plan, and (v) 1,968,640 shares of Company Common Stock remained available for future issuance under the Company Private Placement Plan. Since July 12, 2019 to the date of this Agreement, no shares of capital stock of Company have been issued or reserved for issuance other than, in each case, with respect to shares of Common Stock reserved for issuance as described above. (b) All of the issued and outstanding Shares have been shares of the capital stock of Company are duly authorized and are authorized, validly issued, fully paid, paid and nonassessablenonassessable and no class of capital stock is entitled to preemptive rights. All Shares shares of Company Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms and conditions of the applicable instrument pursuant to which they are issuablethereof, duly authorized, validly issued, fully paidpaid and non-assessable, and nonassessablefree of preemptive rights. There are no outstanding bonds, debentures, notes or other Indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Company Common Stock may vote or holders of other equity holders of any Company Subsidiary may vote (whether together with such stockholders or as a separate class). (bc) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Company Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth on Section 4.3(c) of the Company Disclosure Letter, Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries, free and clear of all encumbrances other than statutory or other Liens for Taxes or assessments that are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate accruals and reserves are being maintained on Company's financial statements (if such reserves are required pursuant to GAAP). (d) Other than pursuant to the Company Equity Incentive Plan and the Company Private Placement Plan (including in connection with the satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Company Equity Incentive Plan and the Company Private Placement Plan in the event that the grantees fail to satisfy withholding Tax obligations), the Company DRIP, the Company Share Redemption Plan, there are no outstanding subscriptions, securities options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which Company or any of the Company Subsidiaries is a party or by which any of them is bound obligating Company or any of the Company Subsidiaries to (i) issue, deliver, transfer or sell or create, or cause to be issued, delivered, transferred or sold or created any additional shares of capital stock or other voting securities equity interests or phantom stock or other contractual rights the value of each of which is determined in whole or in part by the Subsidiaries are owned free and clear value of any Lien. (c) Except (i) as set forth in this Section 3.2 and equity security of Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19issue, there are no outstanding shares of capital stock ofgrant, extend or other equity or other interests in, the Company, and there are no preemptive or similar rightsenter into any such subscriptions, options, warrants, conversion calls, rights, profits interests, stock appreciation rights, redemption rightsphantom stock, repurchase convertible securities or other similar rights, agreements, arrangements, calls, undertakings or commitments, or rights of (iii) redeem, repurchase or otherwise acquire any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any such shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been grantedequity interests. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support AgreementCompany, the Company Subsidiaries and other entities in which Company directly or indirectly owns an interest, neither Company nor any Company Subsidiary is not a party to or, to the Knowledge of Company, bound by any agreements or bound by, any Contracts understandings concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiariesthe Company Subsidiaries or which restrict the transfer of any such shares, nor are there, to the Company's Knowledge, any third party agreements or understandings with respect to the voting of any such shares or equity interests or which restrict the transfer of any such shares or equity interests. (f) Company does not have a "poison pill" or similar stockholder rights plan. (g) Except as set forth on Section 4.3(g) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (h) Section 4.3(h) of the Company Disclosure Letter sets forth a true, complete and correct list, as of the close of business on July 12, 2019, of all outstanding Company Restricted Stock awards and the number of unvested shares of Company Restricted Stock subject to each Company Restricted Stock award. Other than the Company Restricted Stock awards set forth in Section 4.3(h) of the Company Disclosure Letter there are no other equity-based awards or other rights with respect to shares of Company's capital stock issued and outstanding under the Company Equity Incentive Plan or the Company Private Placement Plan. All shares of Company Restricted Stock were (i) granted, accounted for, reported and disclosed in accordance with the applicable Laws and accounting rules, (ii) granted in accordance with the terms of the Company Equity Incentive Plan or the Company Private Placement Equity Incentive Plan, as applicable and (iii) validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) and recorded on Company's financial statements in accordance with GAAP. The treatment of the Company Restricted Stock awards contemplated in Section 3.6 complies with the terms of the Company Equity Incentive Plan and the Company Private Placement Plan, as applicable, and applicable award agreements. (i) All dividends or other distributions on the shares of Company Common Stock and any material dividends or other distributions on any securities of any Company Subsidiary that have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (j) Company is the general partner of Company LP. As of the date of this Agreement, Company owned 100% of the Company Partnership Units. As of the date of this Agreement, the Special OP Unitholder (as defined in the Company Partnership Agreement) set forth in Section 4.3(j) of the Company Disclosure Letter, owned 100% of the Special Company Partnership Units. The partnership interests owned by Company are subject only to the restrictions on transfer set forth in the Partnership Agreement and those imposed by applicable securities Laws.

Capital Structure. (a) The As of the Execution Date, the authorized capital stock of the Company Buyer consists of 100,000,000 Shares and 25,000,000 (a) 400,000,000 shares of Preferred Buyer Class A Common Stock, (b) 50,000,000 shares of Buyer Class B Common Stock and (c) 1,000,000 shares of preferred stock, par value $0.001 per share (the “Buyer Preferred SharesStock”). At the close of business on August 3011, 2019 (the “Capitalization Date”), 2017: (i) 11,038,737 Shares 103,500,000 shares of Buyer Class A Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no Company Options 25,875,000 shares of Buyer Class B Common Stock were outstanding issued and outstanding, (iii) no shares of Buyer Preferred Shares Stock were issued and outstanding, and (iv) 49,633,333 warrants, each entitling the holder thereof to purchase one share of Buyer Class A Common Stock at an exercise price of $11.50 per share of Buyer Class A Common Stock (the “Buyer Warrants”) were issued and outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation Buyer Class A Common Stock and Buyer Class B Common Stock are duly authorized, validly issued, fully paid and nonassessablenon-assessable and are not subject to preemptive rights. All equity interests Except for the Buyer Class B Common Stock and the Buyer Warrants, as set forth in each the Organization Documents of the Subsidiaries that is a partnership Buyer, there are no outstanding (a) securities of Buyer convertible into or limited liability company are duly authorized and validly issued. All of the outstanding exchangeable for shares of capital stock or other equity interest or voting securities of each of the Subsidiaries are owned free and clear Buyer, (b) options, warrants or other rights (including preemptive rights) or agreements, arrangement or commitments of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance character, whether or not contingent, of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the CompanyBuyer to acquire from any Person, and there are no preemptive or similar rightsobligation of Buyer to issue, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests interest or voting securities of Buyer or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, other than pursuant to the Forward Purchase Agreements and the rights of Contributor, the ▇▇▇▇ ▇▇▇▇ Contributor, Bayou City, Highbridge, Management and the Kingfisher Contributors to acquire shares of the Company Buyer Class C Common Stock, Buyer Series A Preferred Stock and Buyer Series B Preferred Stock pursuant to this Agreement, the ▇▇▇▇ ▇▇▇▇ Contribution Agreement and the Kingfisher Contribution Agreement, as applicable, (c) equity equivalents or other similar rights of or with respect to Buyer, or (d) obligations of Buyer to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares of capital stock, options, equity equivalents, interests or rights. Buyer has no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any of its Subsidiariesother equity equivalents in or issued by any other Person other than the General Partner and the Partnership or as may be acquired pursuant to this Agreement, the ▇▇▇▇ ▇▇▇▇ Contribution Agreement or the Kingfisher Contribution Agreement. The Class C Common Stock to be issued to Contributor hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), Organizational Documents, commitments or agreements to which Buyer is a party or by which it is bound. The Buyer Series B Preferred Stock to be issued to Contributor hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), the Organizational Documents, commitments or agreements to which Buyer is a party or by which it is bound.

Capital Structure. (a) The As of the entry into this Agreement, the authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 (i) 299,589,834 shares of Preferred Company Class A Common Stock, (ii) 410,166 shares of Company Class B Common Stock and (iii) 50,000,000 shares of preferred stock, par value $0.001 0.01 per share (“Company Preferred Stock” and, together with the Company Common Stock, the “Preferred SharesCompany Capital Stock”). At the close of business on August 3014, 2019 2024: (the “Capitalization Date”)A) 18,103,020 shares of Company Class A Common Stock were issued and outstanding, (i) 11,038,737 Shares 257 shares of Company Class B Common Stock were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding; (B) 12,701,416 shares of which 318,750 Shares Company Common Stock were subject to Unvested treasury stock; (C) 159,472 shares of Company Restricted Common Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance upon the vesting of outstanding Company RSU Awards; (D) 405,658 shares of Company Common Stock were reserved for issuance upon the vesting of outstanding Company PSU Awards, assuming maximum performance; and (E) 1,155,105 shares of Company Common Stock remained available for issuance pursuant to the Company’s 2016 Omnibus Incentive Plan, as amended from time to time (“Company Equity Plan”). There are no warrants or similar rights exercisable or otherwise outstanding under the Company Warrant Agreement, and there are no Company Convertible Notes outstanding. (b) All outstanding shares of Company Common Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paidpaid and nonassessable and are not subject to preemptive rights. As of the close of business on August 14, 2024, except as set forth in this Section 4.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries any Company Capital Stock or securities convertible into or exchangeable or exercisable for Company Capital Stock (and nonassessablethe exercise, conversion, purchase, exchange or other similar price thereof). All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each or other equity interests of the Subsidiaries that is of the Company are owned by the Company, or a corporation direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances and have been duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 4.2, and except for changes since August 14, 2024 resulting from (i) stock grants or other awards granted, repurchased or redeemed in accordance with Section 6.1(b)(ii) in each case following the entry into this Agreement, (ii) for the authorization vesting and issuance settlement of Company Equity Awards or (iii) the Series conversion of shares of Company Class B Common Stock into shares of Company Class A Preferred Common Stock at the option of any holder of Company Class B Common Stock in accordance with Section 5.19the terms of the Company’s Organizational Documents as in effect as of the entry into this Agreement, there are outstanding: (A) no outstanding shares of capital stock ofCompany Capital Stock, Voting Debt or other equity or other interests in, voting securities of the Company, and there are (B) no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any Subsidiary of its Subsidiaries the Company convertible into or exchangeable or exercisable for or valued by reference to shares of Company Capital Stock, Voting Debt or other voting securities of the Company and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any securities Subsidiary of the Company is a party or obligations convertible by which it is bound in any case obligating the Company or exchangeable into or exercisable forany Subsidiary of the Company to issue, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company or any of its Subsidiaries. As , or obligating the Company or any Subsidiary of the date Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement or obligating Parent to issue additional shares of Parent Common Stock at the Effective Time pursuant to the terms of this Agreement, there . There are no outstanding Contracts of dividends or distributions that have been declared by the Company with respect to the Company Common Stock that have not been paid by the Company. There are no stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by which it is bound relating to repurchase, redeem or otherwise acquire the voting of any shares of the Shares capital stock or other outstanding securities equity interest of the Company or any of its Subsidiaries. To the Knowledge No Subsidiary of the Company, no Shares are held by Company owns any shares of its Subsidiariesthe Company Capital Stock. (dc) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(fSchedule 4.2(c) of the Company Disclosure Schedule Letter sets forth, forth a list of each Subsidiary of the Company that constitutes a “significant subsidiary” of the Company as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the close of business on the Capitalization Date, all outstanding Company Equity Awardsentry into this Agreement, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each its outstanding Company Equity Award was granted in compliance with applicable Laws equity interests and the terms and conditions owners thereof. As of the entry into this Agreement, neither the Company Stock Plan nor any of its Subsidiaries has any (i) interests in a material joint venture or, directly or indirectly, equity securities or other similar equity interests in any Person other than its Subsidiaries or (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(gits joint ventures listed on Schedule 4.2(c) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other PersonLetter. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 500,000,000 shares of Preferred Stockthe Company Common Stock and 750,000 shares of preferred stock, par value $0.001 100.00 per share (the “Company Preferred SharesStock”, and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on August 30December 12, 2019 2012 (the “Capitalization Measurement Date”), (ia) 11,038,737 Shares 26,173,968 shares of the Company Common Stock (which includes no shares of the Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, the “Company Restricted Stock”)) were issued and outstanding outstanding, (b) 6,164,495 shares of which 318,750 Shares the Company Common Stock were held by the Company in its treasury, (c) no shares of the Company Common Stock were held by any Company Subsidiary, (d) 2,041,713 shares of the Company Common Stock were subject to Unvested outstanding Company Restricted Stock Awards)Options, 522,386.1933 shares of the Company Common Stock were subject to outstanding Company RSUs and Company DSUs, and 2,893,383 additional shares of the Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, (iie) no shares of Company Options Preferred Stock were issued or outstanding and (iiif) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding. Except for shares of Company Common Stock issued upon exercise, vesting or settlement of Company Stock-Based Awards set forth above, no additional shares of Company Common Stock have been issued and no additional Company Stock-Based Awards have been granted between the Measurement Date and the date of this Agreement. There are no bonds, debentures, notes or other indebtedness of the Subsidiaries are owned free and clear 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 any Lien. the Company Common Stock may vote (c) “Voting Company Debt”). Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19above, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As as of the date of this Agreement, there are no outstanding Contracts options, warrants, rights, convertible or exchangeable securities, commitments, or undertakings of any kind to which the Company or any of its Subsidiaries to repurchase, redeem Company Subsidiary is a party or otherwise acquire by which any of the Shares or other outstanding securities of them is bound (i) obligating the Company or any of its Subsidiaries. To the Knowledge of the CompanyCompany Subsidiary to issue, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreementdeliver or sell, (i) no Shares have been or cause to be issued, except pursuant to the exercise delivered or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19sold, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any 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 or (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, security, commitment or undertaking. All of the outstanding shares of capital stock of the Company have been validly issued and are fully paid and nonassessable. (b) Except as set forth above, as of the date of this Agreement, there are no restricted shares, restricted share units, stock appreciation rights, performance shares, performance share units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, the Company or any Company Subsidiary. There are no (i) voting trusts, voting agreements, proxies or other similar agreements or understandings to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound with respect to the voting of any shares of capital stock of the Company or any Company Subsidiary or (ii) contractual obligations or commitments of its Subsidiariesany character to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of the Company or any Company Subsidiary.

Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 36,000,000 Company Shares and 25,000,000 150,000 shares of Preferred Stockcumulative preferred stock, $50 par value $0.001 per share (the “"Company Preferred A Shares”") and 200,000 shares of cumulative preferred stock, $100 par value per share (the "Company Preferred B Shares"). At the close of business on August 30December 12, 2019 (the “Capitalization Date”), 1997 (i) 11,038,737 13,514,094 Company Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), outstanding; (ii) no 44,399 shares of Company Options Preferred A Shares were outstanding issued and outstanding; and (iii) no 26,989 shares of Company Preferred B Shares were issued and outstanding. At the close of business on the Capitalization DateThe Company has no Company Shares, no Company Preferred A Shares or Company Preferred B Shares reserved for issuance, except that, as of December 12, 1997, there were 1,602,752 Company Shares reserved by the Company for issuance other than 1,021,060 pursuant to the Company's Key Employee Stock Option Plan, Profit Sharing Plan and Stock Performance Sharing Plan (the "Company Stock Plans") and the Company's Dividend Reinvestment Plan and 13,514,094 Company Shares reserved for issuance under the Shareholder Rights Agreement dated as of November 15, 1989 between the Company and The First National Bank of Boston as rights agent (the "Shareholder Rights Agreement"). In addition, the Company has reacquired and holds 1,620 Company Shares in treasury for reissuance pursuant to the Company Stock PlanAccumulation Plan for Outside Directors. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation Company are duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any No bonds, debentures, notes or other debt obligations indebtedness of the holders of which have Company conferring the right to vote (or other convertible into, or exchangeable for, securities convertible into or exercisable for equity securities having conferring the right to vote) with the Stockholders on any matter or matters on which the right to subscribe for or acquire, any equity securities shareholders of the Company may vote are issued or any of its Subsidiariesoutstanding. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 500,000 Class A Common Shares, 500,000 Class B Common Shares and 25,000,000 100,050 shares of Preferred StockStock (collectively, par value $0.001 per share (the “Preferred "Company Shares”"). At As of the close of business on August 30, 2019 (the “Capitalization Date”)date hereof, (i) 11,038,737 495,000 Class A Common Shares were issued and outstanding (outstanding, all of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests nonassessable and free of preemptive rights, (ii) no Class B Common Shares were issued and outstanding, (iii) no Company Shares were held by the Company in its treasury, (iv) 50,050 shares of Series A Preferred were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, and (v) 50,000 shares of Series B Preferred were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, except in each case for the agreements with stockholders of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All Company set forth under Section 4.3 of the outstanding shares of capital stock or other voting securities of each of Company Disclosure Schedule (the Subsidiaries are owned free and clear of any Lien. (c) "Existing Stockholder Agreements"). Except for (i) as set forth outstanding Company Stock Options covering not in this Section 3.2 and excess of 19,800 Company Shares under the Company Stock Option Plan, (ii) outstanding CVC Warrants exercisable for an aggregate 5,000 Common Shares and (iii) the authorization and issuance of the Series A Preferred Mezzanine Stock in accordance with Section 5.19Purchase Warrant, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, rights or rights agreements to which the Company or any of its Subsidiaries is a party or by which any kind that obligate, or with the passage of time may obligate, them is bound obligating the Company or any of its Subsidiaries to issue or sell sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any Person of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Except for the Existing Stockholder Agreements, those equity-related agreements with executives of the Company set forth on Schedule 4.3 of the Company Disclosure Schedule (the "Executive Equity Agreements"), and as provided in this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities of the Company or any of its Subsidiaries, or (ii) to vote or to dispose of any shares of the capital stock of any of the Company's Subsidiaries. Except for (i) the phantom stock right (the "Phantom Stock Right") granted by Public Sub to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Phantom Right Employment Agreement, (ii) as described in the two preceding sentences and (iii) registration rights of certain stockholders of the Company pursuant to that certain Registration Rights Agreement dated as of October 14, 1997 between the Company and the signatories thereto, there are no agreements, arrangements or commitments of any character (including registration rights) relating to or based upon the issued or unissued capital stock or other securities of the Company or any of its Subsidiaries Subsidiaries. The terms of the Company Stock Option Plan and Company Stock Options permit the Company to terminate unexercised Company Stock Options, whether vested or unvested, upon the Merger, without written consent or approval of the holders of the Company Stock Options, stockholders or otherwise. Section 4.3 of the Company Disclosure Schedule sets forth a complete and accurate list of all Company stockholders and the number, class and series of capital stock of Company owned, of record and beneficially, by each such Company stockholder. Section 4.3 of the Company Disclosure Schedule sets forth a complete and accurate list of all warrants, options, "phantom" stock rights, stock appreciation rights or agreements or similar rights to acquire capital stock of, or any securities or obligations convertible or exchangeable into or exercisable foreconomic value in, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of , including as to each holder thereof, the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms name of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2holder, the Company does not have outstanding any bondsnumber, debentures, notes or other debt obligations the holders class and series of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock subject thereto, the exercisability, exercise price or other equity interests of the Company or any of its Subsidiariesconversion rate, and termination date thereof.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 990,000,000 shares of Preferred StockCompany Common Stock and 10,000,000 shares of preferred stock, $0.01 par value $0.001 per share (the “Company Preferred SharesStock”). At the close of business on August 30October 22, 2019 (the “Capitalization Date”)2013, (i) 11,038,737 Shares 473,649,295 shares of Company Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no shares of Company Options Preferred Stock were outstanding issued and outstanding, (iii) no Preferred Shares 2,283,744 shares of Company Common Stock were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance upon the settlement of outstanding Company RSUs, (iv) 591,929 shares of Company Common Stock were reserved for issuance upon the settlement of outstanding Company PSUs (which number assumes a maximum percentage), and (v) 37,820,861 shares of Company Common Stock were available for grant under the Company Stock PlanEquity Plans. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions shares of the applicable instrument pursuant to which they capital stock of the Company are issuable, duly authorized, validly issued, fully paidpaid and non-assessable, and nonassessableno class of capital stock of the Company is entitled to preemptive rights. 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 shares of Company Common Stock may vote. Section 4.3(a) of the Company Disclosure Letter, sets forth for each holder of Company RSUs or Company PSUs outstanding as of the date of this Agreement (A) the name with respect to the holder of Company RSUs or Company PSUs, as applicable, (B) the maximum number of shares of Company Common Stock issuable in respect of such Company RSUs or Company PSUs, (C) the date of grant of such Company RSUs or Company PSUs, and (D) the vesting schedule and/or performance metrics, as applicable, for such Company RSUs or PSUs. There are no other rights, options, stock or unit appreciation rights, phantom stock or units, restricted stock units, dividend equivalents or similar rights with respect to the Company Common Stock other than the Company RSUs and Company PSUs disclosed on Section 4.3(a) of the Company Disclosure Letter. Each Company RSU grant and each Company PSU grant was made in accordance in all material respects with the terms of the Company Equity Plans and applicable Law. Prior to the Closing (and as close to Closing as reasonably practicable), the Company will provide to Parent a complete and correct list that contains the information required to be provided in Section 4.3(a) of the Company Disclosure Letter, that is correct and complete as of the date such list is provided; provided, however, that delivery of such updated schedule shall not cure any breach of this Section 4.3(a) for purposes of determining whether the applicable closing condition has been satisfied. (b) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock of (or other voting securities ownership interests in) each of the Company Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 4.1(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Subsidiaries are owned Company Subsidiaries, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any Liencharacter relating to the outstanding capital stock or other securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (c) Except (i) as set forth in this Section 3.2 and (ii4.3 or in Section 4.3(a) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19Company Disclosure Letter, as of the date of this Agreement, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangementsrights of first refusal, calls, commitments, arrangements or rights undertakings of any kind that obligate, or with the passage of time may obligate, to which the Company or any Company Subsidiary is a party or by which any of its Subsidiaries them is bound, obligating the Company or any Company Subsidiary to issue issue, deliver or sell or create, or cause to any Person any be issued, delivered or sold or created, additional shares of capital Company Common Stock, shares of Company Preferred Stock or other equity securities or phantom stock or other securities contractual rights the value of which is determined in whole or in part by the value of any equity security of the Company or any of its the Company Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of its Subsidiariesfirst refusal, arrangement or undertaking. As Except as set forth in Section 4.3(c) of the Company Disclosure Letter, as of the date of this Agreement, there are no outstanding Contracts contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of the Shares Company Common Stock, shares of Company Preferred Stock or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any Company Subsidiary (other than in satisfaction of its Subsidiaries. (f) Section 3.2(f) of withholding Tax obligations pursuant to certain awards outstanding under the Company Disclosure Schedule sets forth, as of Equity Plans in the close of business on event the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject grantees otherwise fail to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such awardsatisfy withholding Tax obligations). Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of Neither the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the nor any Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, by any Contracts agreements or understandings concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its the Company Subsidiaries. (d) All dividends or other distributions on the shares of Company Common Stock and Company Preferred Stock and any material dividends or other distributions on any securities of any Company Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (a) The authorized There are 245,000,000 shares of capital stock of the Company consists authorized, comprised of 100,000,000 Shares and 25,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Shares”). At the close of business on August 30, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were 200,000,000 Company Common Shares, of which 160,000,000 are issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All as of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 date hereof and (ii) for the authorization 45,000,000 Company Preferred Shares, none of which are issued and issuance outstanding as of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiariesdate hereof. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or immediately prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock of the Company pursuant to the terms of the Debt Exchange Agreement, but following the filing of the Company Certificate of Designations (as defined below), in accordance with Section 5.19each case as contemplated by the Debt Exchange Agreement, there will be 245,000,000 shares of capital stock of the Company authorized, comprised of (A) 200,000,000 authorized Company Common Shares of which 160,000,000 are and will be issued and outstanding as of immediately prior to the Effective Time and (B) 45,000,000 authorized Company Preferred Shares, of which not more than 6,000,000 shares will be designated and issued as Series A Preferred Stock pursuant to the terms of the Debt Exchange Agreement as of immediately prior to the Effective Time. All of the issued and outstanding Company Common Shares have been duly authorized and validly issued, are fully paid and non-assessable, and (iiare not subject to any preemptive rights and have not been issued in violation of any preemptive or similar rights of any Person. As of the date hereof, all of the issued and outstanding Company Common Shares are owned legally and beneficially by the Persons set forth on Schedule 5.5(a) of the Company Disclosure Schedules. Except for the Company Common Shares and the Company Preferred Shares, no other class in the share capital of the Company Options is authorized or other Company Equity Awards have been grantedissued or outstanding. (eb) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(fSchedule 5.5(b) of the Company Disclosure Schedule sets forthSchedules, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreementthere are no: (i) each Subsidiary outstanding options to purchase Company Common Shares; (ii) outstanding subscriptions, options, warrants, rights (including phantom stock rights), calls, commitments, understandings, conversion rights, rights of exchange, plans or other agreements of any kind providing for the purchase, issuance or sale of any share of the Company, the percentage of ownership interest held, directly ; or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, (iii) agreements with respect to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company Common Shares, including any voting trust, other voting agreement or any of its Subsidiaries in any other Person, together proxy with the jurisdiction of incorporation or formation of each such other Personrespect thereto. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 900,000,000 shares of Preferred StockCompany Common Stock and 100,000,000 shares of preferred stock, $0.01 par value $0.001 per share (the “Company Preferred SharesStock”). At the close of business on August 30October 23, 2019 (the “Capitalization Date”)2025, (i) 11,038,737 Shares 44,551,164 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 706,350 shares of Company Common Stock were reserved for issuance pursuant to the terms of outstanding awards granted pursuant to the Company Equity Incentive Plan; (iv) 44,551,164 Operating Partnership Units were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved held by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All general partner of the Operating Partnership; (v) 140,000 Series C Preferred Units were issued and outstanding Shares have been and 490,299 Operating Partnership Units were issued and outstanding and held by limited partners (including the Original Limited Partner) of Operating Partnership; and (vi) 12,541,909 Partnership Units were issuable upon full exercise of the Operating Partnership Warrants. (b) Company is the sole general partner of Operating Partnership. Section 4.3(b) of the Company Disclosure Letter sets forth, as of the date hereof, the name of, and the number and class of limited partnership interests held by, each partner in Operating Partnership (other than Company, the Original Limited Partner or any wholly-owned Company Subsidiary). (c) All issued and outstanding shares of the capital stock of Company are duly authorized and are authorized, validly issued, fully paid, paid and nonassessablenonassessable and no class of capital stock is entitled to preemptive rights. All Shares shares of Company Common Stock reserved for issuance as noted above, shall be, when issued in accordance with the respective terms and conditions of the applicable instrument pursuant to which they are issuablethereof, duly authorized, validly issued, fully paidpaid and non-assessable, and nonassessablefree of preemptive rights. There are no outstanding bonds, debentures, notes or other Indebtedness of Company or Operating Partnership having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Company Common Stock may vote or holders of or other equityholders of Operating Partnership or any Company Subsidiary may vote. (bd) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Company Subsidiaries that may be issued upon exercise of outstanding options, conversion rights or exchange rights are duly authorized and, upon issuance will be validly issued and, if applicable, fully paid and nonassessable. Except as set forth in Section 4.3(d) of the Company Disclosure Letter, Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries, free and clear of all Liens other than Permitted Liens. (e) Other than pursuant to the Company Equity Incentive Plan (including in connection with the satisfaction of withholding Tax obligations pursuant to certain awards outstanding under the Company Equity Incentive Plan in the event that the grantees fail to satisfy withholding Tax obligations), the Series C Preferred Units, the Operating Partnership Warrants and the organizational documents of the Company Subsidiaries and other entities in which Company directly or indirectly owns an interest, there are no outstanding subscriptions, securities options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which Company or any of the Company Subsidiaries is a party or by which any of them is bound obligating Company or any of the Company Subsidiaries to (i) issue, transfer or sell or create, or cause to be issued, delivered or sold or created any additional shares of capital stock or other voting securities equity interests or phantom stock or other contractual rights the value of each of which is determined in whole or in part by the Subsidiaries are owned free and clear value of any Lien. (c) Except (i) as set forth in this Section 3.2 and equity security of Company, Operating Partnership or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19issue, there are no outstanding shares of capital stock ofgrant, extend or other equity or other interests in, the Company, and there are no preemptive or similar rightsenter into any such subscriptions, options, warrants, conversion calls, rights, profits interests, stock appreciation rights, redemption rightsphantom stock, repurchase convertible securities or other similar rights, agreements, arrangements, calls, undertakings or commitments, or rights of (iii) redeem, repurchase or otherwise acquire any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any such shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiariesinterests. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents organizational documents of the Company or any of its Subsidiaries and the Support AgreementCompany, Operating Partnership, the Company Subsidiaries and other entities in which Company directly or indirectly owns an interest, neither Company, Operating Partnership nor any Company Subsidiary is not a party to or bound by, by any Contracts agreements or understandings concerning the voting (including voting trusts and proxies) of any equity interests of Company, Operating Partnership or any of the Company Subsidiaries or which restricts the transfer of such equity interests. (g) Except as set forth in Section 4.3(a), as of the close of business on October 23, 2025, Company and the Operating Partnership do not have any shares of beneficial interests, shares of capital stock, equity-based awards or other rights with respect to equity or voting interests issued and outstanding (including under the Company Equity Incentive Plan) or which are convertible into or exercisable or exchangeable for such shares of capital stock or other equity interests or voting interests. (h) Company does not have a “poison pill” or similar stockholder rights plan or anti-takeover plan in effect. (i) Except as publicly disclosed in the Company SEC Documents, neither Company, Operating Partnership nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (j) Section 4.3(j) of the Company Disclosure Letter sets forth a true, complete and correct list of all Persons who, as of October 23, 2025, held outstanding Company Restricted Stock or Company Performance Stock Units, indicating, with respect to each share of Company Restricted Stock or Company Performance Stock Unit then outstanding, the type of award granted, the number of shares of Company Common Stock subject to such Company Performance Stock Unit and the date of grant, vesting schedule and expiration date thereof. All shares of Company Restricted Stock and Company Performance Stock Units, as applicable, were (i) granted, accounted for, reported and disclosed in accordance with the applicable Laws and accounting rules, and (ii) validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Law and recorded on Company’s financial statements in accordance with GAAP. (k) All dividends or other distributions on the shares of Company Common Stock and any material dividends or other distributions on any securities of its Subsidiariesany Company Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (a) The authorized capital stock of the Company Purchaser consists of 100,000,000 Shares and 25,000,000 200,000,000 shares of Preferred Stockcommon stock, par value $0.001 .01 per share (the “"Purchaser Common Stock"), and 1,000,000 shares of preferred stock, par value $.01 per share (the "Purchaser Preferred Shares”Stock" and, together with the Purchaser Common Stock, the "Purchaser Capital Stock"). At the close of business on August 30April 11, 2019 (the “Capitalization Date”)2003, (i) 11,038,737 Shares 89,706,755 shares of Purchaser Common Stock and no shares of Purchaser Preferred Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no Company Options 12,728,773 shares of Purchaser Common Stock were subject to outstanding options to purchase shares of Purchaser Common Stock ("Purchaser Employee Stock Options") issued pursuant to Purchaser's equity incentive plans listed in Section 4.03 of the Purchaser Disclosure Letter (the "Purchaser Stock Plans") and 2,287,099 additional shares of Purchaser Common Stock were reserved for issuance pursuant to the Purchaser Stock Plans, (iii) no Preferred Shares 441,267 shares of Purchaser Common Stock were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Purchaser's Employee Stock Purchase Plan. All , (iv) 23,790,537 shares of the Purchaser Common Stock were subject to options or warrants to purchase shares of Purchaser Common Stock not issued under any Purchaser Stock Plans and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares (v) 1,011,236 shares of Purchaser Common Stock were reserved for issuance shall beupon conversion of outstanding convertible debentures. Except as set forth above, when issued in accordance with the terms and conditions as of the applicable instrument pursuant to which they are issuabledate of this Agreement, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding no shares of capital stock or other voting securities of each Purchaser were issued, reserved for issuance or outstanding. All outstanding shares of Purchaser Capital Stock are, and all such shares that may be issued prior to the Subsidiaries that is a corporation are Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable. All equity interests nonassessable and not subject to or issued in each violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Subsidiaries that Minnesota Business Corporation Act, the Purchaser Charter, the Purchaser By-laws or any Contract to which Purchaser is a partnership party or limited liability company otherwise bound. There are duly authorized and validly issuednot any bonds, debentures, notes or other indebtedness of Purchaser having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Purchaser Capital Stock may vote. All Except as set forth above, as of the outstanding 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 Purchaser or any Purchaser Subsidiary is a party or by which any of them is bound (i) obligating Purchaser or any Purchaser Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of each of the Subsidiaries are owned free and clear or other equity interest in, Purchaser or of any Lien. (c) Except (i) as set forth in this Section 3.2 and Purchaser Subsidiary or (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company obligating Purchaser or any of its Subsidiaries Purchaser Subsidiary to issue issue, grant, extend or sell to enter into any Person any shares of capital stock such option, warrant, call, right, security, commitment, Contract, arrangement or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiariesundertaking. As of the date of this Agreement, there are no not any outstanding Contracts contractual obligations of the Company Purchaser or any of its Subsidiaries Purchaser Subsidiary to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company Purchaser or any of its SubsidiariesPurchaser Subsidiary.

Capital Structure. (a) The authorized capital stock of the Company as of the date of this Agreement consists of (i) 100,000,000 Shares shares of Company Common Stock and 25,000,000 (ii) 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Company Preferred SharesStock”). At . (b) As of the close of business on August 30February 9, 2019 (the “Capitalization Date”), 2006: (i) 11,038,737 Shares 20,259,819 shares of Company Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), outstanding; (ii) no shares of Company Options Preferred Stock were outstanding and issued or outstanding; (iii) no Preferred Shares shares of Company Common Stock were outstandingheld in the treasury of the Company; (iv) 2,432,011 shares of Company Common Stock were duly reserved for future issuance pursuant to outstanding Company Stock Options granted pursuant to the Company Stock Plans; and (v) 2,110,698 shares of Company Common Stock were duly reserved for future issuance pursuant to the exercise of Company Warrants. At Except as described above, as of the close of business on the Capitalization Dateday prior to the date hereof, there were no Shares shares of voting or Preferred Shares were reserved by non-voting capital stock, equity interests or other securities of the Company for issuance other than 1,021,060 Shares authorized, issued, reserved for issuance under or otherwise outstanding. (c) All outstanding shares of Company Common Stock are, and all shares which may be issued pursuant to the Company Stock Plan. All of Plans, the issued Company Stock Options and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall the Company Warrants will be, when issued against payment therefor in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuablethereof, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessablenon-assessable, and not subject to, or issued in violation of, any preemptive, subscription or any kind of similar rights. All equity interests in each The Company has no outstanding shares of Company Common Stock that are subject to a right of repurchase that will survive the Merger. (d) There are no bonds, debentures, notes or other indebtedness of the Subsidiaries that Company having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as described in subsection (b) above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company is a partnership party or limited liability company are duly authorized and validly bound obligating the Company to issue, deliver or sell, or cause to be issued. All of the outstanding , delivered or sold, additional shares of capital stock or other voting securities of each the Company or obligating the Company to issue, grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither the Company nor the Company Subsidiary is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) in any Person (as defined in Section 3(a)(9) of the Subsidiaries are owned free and clear Securities Exchange Act of any Lien1934, as amended (the “Exchange Act”)). (ce) Except The Company has previously made available to Parent a complete and correct list of the holders of all Company Stock Options and Company Warrants outstanding as of the date specified therein, including: (i) as the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) any other material terms, including any terms regarding the acceleration of vesting (other than those set forth in this Section 3.2 and the Company Stock Plans). (iif) for the authorization and issuance All of the Series A Preferred issued and outstanding shares of Company Common Stock and all of the issued and outstanding Company Warrants and Company Stock Options were issued in accordance compliance in all material respects with Section 5.19, there all applicable federal and state securities Law. (g) There are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities contractual obligations of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) or other security or equity interests of the Shares Company, other than rights of repurchase of Company Common Stock pursuant to agreements entered into in connection with the Company Stock Plans between the Company and the holder of such shares of Company Common Stock. Except as described in this Section 2.3, and except as set forth on Schedule 2.3(g) of the Company Disclosure Schedule, there are no stock-appreciation rights, security-based performance units, phantom stock or other outstanding security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or the Company Subsidiary or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company or the Company Subsidiary based upon revenues generated by them without augmentation as a result of the Merger or other transactions contemplated hereby) of the Company or to cause the Company or the Company Subsidiary to file a registration statement under the Securities Act, or which otherwise relate to the registration of any securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant the Company Voting Agreements, there are no voting trusts, proxies or other agreements, commitments or understandings to the Organizational Documents of which the Company or the Company Subsidiary or, to the knowledge of the Company, any of its Subsidiaries and the Support Agreementstockholders of the Company, the Company is not a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or bound by, any Contracts concerning the voting (including voting trusts and proxies) disposition of any shares of capital stock or other security or equity interests interest of the Company or any of its Subsidiariesthe Company Subsidiary.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares, of which 14,292,155 Shares were outstanding as of the close of business on December 31, 2000, and 25,000,000 5,000,000 shares of Preferred Stock, par value $0.001 1.00 per share (the “Preferred Shares”"PREFERRED SHARES"). At , of which none were outstanding as of the close of business on August 30December 31, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan2000. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, paid and nonassessable. All The Company has no Shares or Preferred Shares reserved for issuance, except that, as of December 31, 2000, there were 2,177,228 Shares reserved for issuance shall bepursuant to the Company's 1986 and 2000 Stock Incentive Plans (collectively, when issued in accordance with the terms and conditions "COMPANY STOCK PLANS"). Section 5.1(b) of the applicable instrument pursuant Company Disclosure Letter contains a correct and complete list of each outstanding option to which they are issuablepurchase or acquire Shares under each of the Company Stock Plans (each a "COMPANY OPTION") as of the close of business on December 31, duly authorized2000, validly issuedincluding the holder, fully paiddate of grant, exercise price and nonassessable. (b) All number of Shares subject thereto. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and owned by the Company or a direct or indirect wholly owned Subsidiary of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned Company, free and clear of any Lien. lien, pledge, security interest, claim, third-party right or other encumbrance (c"LIENS") except for immaterial Liens imposed under local Laws that do not relate to obligations that are past due. Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance above, as of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and date hereof there are no preemptive or similar other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, arrangements or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries commitments to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options securities or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2obligations evidencing such rights are authorized, the issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities which are convertible into or are exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities stockholders of the Company or on any of its Subsidiariesmatter. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) 3.4.1. The authorized capital stock of WSI as of the Company date of this Agreement consists of 100,000,000 Shares and 25,000,000 (i) 166,666,666 shares of Preferred WSI Common Stock, par value $0.001 0.01 per share and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share (the “WSI Preferred SharesStock”). 3.4.2. At the close As of business on August 30, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Dateday prior to the date hereof: (i) 46,253,107 shares of WSI Common Stock were issued and outstanding; (ii) no shares of WSI Preferred Stock were issued or outstanding; (iii) no shares of WSI Common Stock were held in the treasury of WSI; (iv) 2,262,191 shares of WSI Common Stock were duly reserved for future issuance pursuant to WSI Stock Awards; and (v) 2,804,694 shares of WSI Common Stock were duly reserved for future issuance pursuant to the exercise of WSI Warrants. Except as described above, as of the close of business on the day prior to the date hereof, there were no Shares shares of voting or Preferred Shares were reserved by the Company for issuance non-voting capital stock, equity interests or other than 1,021,060 Shares equity securities of WSI authorized, issued, reserved for issuance under the Company Stock Planor otherwise outstanding. 3.4.3. All outstanding shares of the issued and outstanding Shares have been duly authorized and are validly issued, fully paidWSI Common Stock are, and nonassessable. All Shares reserved for issuance shall all shares which may be issued pursuant to the WSI Stock Options, restricted stock units granted pursuant to the WSI Stock Plans (“WSI RSUs”) and the WSI Warrants will be, when issued against payment therefor in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuablethereof, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessablenon-assessable, and not subject to, or issued in violation of, any preemptive, subscription or any kind of similar rights. All equity interests WSI has no outstanding shares of WSI Common Stock that are subject to a right of repurchase. 3.4.4. There are no bonds, debentures, notes or other indebtedness of WSI having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of WSI may vote. Except as described in each Schedule 3.4 hereto, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of the Subsidiaries that any kind (contingent or otherwise) to which WSI is a partnership party or limited liability company are duly authorized and validly bound obligating WSI to issue, deliver or sell, or cause to be issued. All of the outstanding , delivered or sold, additional shares of capital stock or other voting or equity securities of each of WSI or obligating WSI to issue, grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking relating to the Subsidiaries are owned free and clear issuance of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any such shares of capital stock or other voting or equity securities of the Company or any WSI. 3.4.5. Schedule 3.4 hereto contains a complete and correct list of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forall WSI Stock Options, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As WSI RSUs and WSI Warrants outstanding as of the date hereof, including the number of this Agreementunderlying securities and applicable strike prices (in each case in the aggregate amounts shown). The WSI Disclosure Letter will contain a complete and correct list of the holders of all WSI Stock Options, WSI RSUs and WSI Warrants outstanding as of the date specified therein, including: (i) the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) all other material terms, including any terms regarding the acceleration of vesting. 3.4.6. All of the issued and outstanding shares of WSI Common Stock and all of the issued and outstanding WSI Warrants, WSI Stock Options and WSI RSUs were issued in material compliance with all applicable securities Laws. 3.4.7. Except as disclosed in Section 3.4.7 of the WSI Disclosure Letter, there are no outstanding Contracts contractual obligations of the Company or any of its Subsidiaries WSI to repurchase, redeem or otherwise acquire any shares of the Shares capital stock (or options or warrants to acquire any such shares) or other outstanding securities security or equity interests of WSI. There are no stock-appreciation rights, security-based performance units, phantom stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the Company revenues, earnings or financial performance, stock price performance or other attribute of WSI or any of its Subsidiaries. To the Knowledge Subsidiaries or assets or calculated in accordance therewith of the Company, no Shares are held by WSI or to cause WSI or any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this AgreementSubsidiaries to file a registration statement under securities Laws, (i) no Shares have been issued, except pursuant or which otherwise relate to the exercise or settlement registration of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company WSI or any of its Subsidiaries. (f) Section 3.2(f) of 3.4.8. Other than the Company Disclosure Schedule sets forthvoting agreements referred to in the Recitals, as of the close of business on the Capitalization Datethere are no voting trusts, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest proxies or other ownership interest of the Company agreements, commitments or understandings to which WSI or any of its Subsidiaries in or, to WSI’s Knowledge, any other Personof the stockholders of WSI, together is a party or by which any of them is bound with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant respect to the Organizational Documents of the Company issuance, holding, acquisition, voting or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) disposition of any shares of capital stock or other security or equity interests interest of the Company WSI or any of its Subsidiaries.

Capital Structure. (ai) The As of March 22, 2018 (the “Measurement Date”), the authorized capital stock of the Company consists consisted of 100,000,000 105,000,000 Shares, of which 63,221,610 Shares (including 663,156 shares of restricted stock), and 25,000,000 1,000,000 shares of Preferred Stock, having a par value of $0.001 0.01 per share (the “Preferred Shares”). At the close of business on August 30, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options shares were outstanding and (iii) no Preferred Shares were outstandingas of the Measurement Date. At From the close Measurement Date through the date of business on the Capitalization Datethis Agreement, no additional Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Planhave been authorized or issued. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, paid and nonassessable. All As of the Measurement Date, the Company held 2,443,666 Shares in its treasury, and none of the Subsidiaries of the Company hold or have held any Shares. From the Measurement Date through the date of this Agreement, no additional Shares have been acquired in the Company’s treasury. The Company has no Shares or Preferred Shares reserved for issuance, except that, as of the Measurement Date, there were 5,096,956 Shares reserved for issuance shall bepursuant to the Company Stock Plans. From the Measurement Date until the date of this Agreement, when issued in accordance with no additional Shares have been reserved for issuance pursuant to the terms and conditions Company Stock Plans. (ii) Section 6.1(b)(ii) of the applicable instrument Company Disclosure Schedule sets forth a correct and complete list of Company Awards in effect as of the date hereof, including the (A) total number of Company Awards, with subtotals for each type of award, (B) name of each Company Award recipient, (C) name of the Company Stock Plan pursuant to which they are issuablesuch Company Award was issued and award type, duly authorized(D) date of grant, validly issued, fully paid, (E) exercise price (as applicable) and nonassessable(F) number of Shares subject thereto. (biii) All Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned Company, free and clear of any Lien. (civ) Except (i) as set forth in this on Section 3.2 and (ii6.1(b)(iv) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19Company Disclosure Schedule, there are no outstanding shares of capital stock ofpreemptive rights, participation rights, maintenance rights or other equity or other interests in, the Company, and there are no preemptive or similar outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, commitments or rights of any kind that obligate, or with the passage of time may obligate, the Company or obligate any of its Subsidiaries the Acquired Companies to issue issue, transfer or sell to any Person any outstanding shares of capital stock (including Shares) or other securities of the any Acquired Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company any Acquired Company, and no securities or any obligations evidencing such rights are authorized, issued or outstanding. No outstanding shares of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares capital stock (including Shares) or other outstanding securities of the any Acquired Company is subject to any right of first refusal or any of its Subsidiaries. To the Knowledge offer in favor of the Company. Other than the Support Agreements, there is no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant Company Contract relating to the exercise voting or settlement registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of Company Equity Awards outstanding on (or prior to the close from granting any option or similar right with respect to), any shares of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and capital stock (iiincluding Shares) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the securities of any Acquired Company. The Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders stockholders of the Company on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries(“Voting Debt”). (fv) Except as set forth on Section 3.2(f6.1(b)(v) of the Company Disclosure Schedule sets forthSchedule, as there is no: (A) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the close capital stock (including Shares) or other securities of business on any of the Capitalization DateAcquired Companies; (B) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Companies is or may become obligated to sell or otherwise issue any shares of its capital stock (including Shares) or any other securities; or (C) condition or circumstance that has given or may give rise to, all outstanding Company Equity Awardsor has provided or may provide a basis for, including the number assertion of Shares covered a claim by or subject any Person to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of effect that such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly Person is entitled to acquire or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of receive any shares of capital stock (including Shares) or other equity interests securities of any of the Acquired Companies. (vi) All outstanding Shares, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Acquired Companies have been issued and granted in compliance with: (A) all applicable securities Laws, the Code and all other applicable Laws; and (B) all requirements set forth in applicable Contracts and any applicable Company or any of its SubsidiariesStock Plan.

Capital Structure. (ai) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 (A) 250,000,000 shares of Preferred Company Common Stock, of which 36,780,009, shares are issued and outstanding as of the date hereof and of which 36,780,009 shares plus such number of shares as may be issued consistent with Section 4.1(b) shall be issued and outstanding as of the Effective Time, and no shares are held by the Company or its Subsidiaries as treasury stock, (B) 30,000,000 shares of Class B Common Stock, par value $0.001 .01 per share share, of which no shares are issued or outstanding, and (the “Preferred Shares”)C) 1,000,000 shares of preferred stock, par value $.01 per share, of which no shares are issued or outstanding. At the close of business on August 30, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were All issued and outstanding (shares of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close capital stock of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paidpaid and nonassessable, and nonassessableno class of capital stock is entitled to preemptive rights. Except pursuant to the Option Agreement or as set forth on Schedule 3.1(b)(i), there are no outstanding options, warrants or other rights to acquire capital stock from the Company (or securities convertible into or exchangeable or exercisable for such capital stock) other than options representing in the aggregate the right to purchase 5,987,693 shares of Company Common Stock under the Company Stock Option Plans. (bii) All Schedule 3.1(b)(ii) lists all Subsidiaries of the Company as of the date of this Agreement. Except as set forth in Schedule 3.1(b)(ii), (a) all of the issued and outstanding shares of capital stock of each Subsidiary of the Subsidiaries Company that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and are owned, directly or indirectly, by the Company and where owned by the Company or one or more of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries its Subsidiaries, are owned free and clear of any Lienliens, claims, encumbrances, restrictions, preemptive rights, security interests, charges, voting and disposition restrictions or any other claims of any third party ("Liens"), (b) all capital, membership or voting interests of each Subsidiary of the Company that is not a corporation have been validly created pursuant to its Organizational Documents and, where owned by the Company or one or more of its Subsidiaries, are owned, directly or indirectly, by the Company free and clear of any Liens and (c) none of the Company or its Subsidiaries has any agreement or obligation to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person or owns any interests in any Person other than a wholly owned Subsidiary (except, as of the Effective Time, as may be agreed or allowed consistent with Section 4.1(d)). (ciii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which shareholders may vote ("Company Voting Debt") are issued or outstanding. (iv) Schedule 3.1(b)(iv) sets forth a true and complete list as of the date hereof of all holders of options to purchase Company Common Stock, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. (v) Except (ias otherwise set forth in the last sentence of Section 3.1(b)(i) or as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19Schedule 3.1(b)(v), there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rightssecurities, options, warrants, conversion calls, subscriptions, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments, arrangements or rights undertakings of any kind that obligate, to which the Company or with the passage any of time may obligate, its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue issue, deliver or sell sell, or cause to any Person any be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of obligating the Company or any of its SubsidiariesSubsidiaries to issue, grant, extend or enter into any such security, option, warrant, subscriptions, call, right, commitment, agreement, arrangement or undertaking. As of the date of this AgreementExcept as disclosed on Schedule 3.1(b)(i), there are no outstanding Contracts obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities capital stock of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the ------------------ Company consists of 100,000,000 Shares and 25,000,000 200,000,000 shares of Preferred StockCompany Common Stock and 15,000,000 shares of preferred stock, par value $0.001 .01 per share (the “"Company Preferred Shares”----------------- Stock", and together with the Company Common Stock, the "Company Capital ----- --------------- Stock"). At the close of business on August 30, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares March 31, 1998, 85,248,101 shares of Company Common Stock and 1,750,000 shares of Series A Preferred were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no March 31, 1998, 2,581,182 shares of Company Options Common Stock were outstanding and held by the Company in its treasury, (iii) no Preferred Shares April 20, 1998, 6,033,471 shares of Company Common Stock were outstandingsubject to outstanding Company Stock Options and not more than 4,250,475 additional shares of Company Common Stock were reserved for issuance pursuant to the Company's 1994 Incentive Plan, as amended, for stock options, SARs, and other awards of Company Common Stock which had not been granted as of the date of this Agreement, (iv) March 31, 1998, 45,000,000 shares of Company Common Stock were reserved for issuance in connection with the rights (the "Company Rights") issued pursuant to the Company Rights Agreement -------------- (as defined in Section 6.10) and (v) 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. At Except as set forth above and with respect to the Company's Savings Plan for Salaried Employees, at the close of business on the Capitalization DateMay 1, 1998, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each or other voting securities of the Subsidiaries Company were issued, reserved for issuance or outstanding. There are no outstanding Company SARs (as defined in Section 6.04) that is were not granted in tandem with a corporation are 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. All equity interests nonassessable and not subject to or issued in each violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Subsidiaries that DGCL, the Company Charter, the Company By-laws or any Contract (as defined in Section 3.05) to which the Company is a partnership party or limited liability company otherwise bound. There are duly authorized and validly issued. All not any bonds, debentures, notes or other indebtedness of the outstanding 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 voting securities of each of the Subsidiaries are owned free and clear of equity interests in, or any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) security convertible or exercisable for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of or exchangeable into any capital stock of, of or other equity or other interests interest in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or of any of its Subsidiaries to issue Company Subsidiary or sell to any Person any shares of capital stock or other securities of Voting Company Debt, (ii) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any securities such option, warrant, call, right, security, commitment, Contract, arrangement or obligations convertible undertaking or exchangeable into or exercisable for, or giving (iii) that give any Person (other than person the Company’s right to subscribe for receive any economic benefit or acquire securities right similar to or derived from the economic benefits and rights accruing to holders of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesCapital Stock. As of the date of this Agreement, except as disclosed in the Company Disclosure Letter and as contemplated by Section 1.02(d), there are no not any outstanding Contracts contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of the Shares or other outstanding securities capital stock of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its SubsidiariesCompany Subsidiary. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 100,000,000 Shares and 25,000,000 30,000,000 shares of Preferred Company Common Stock, and 1,000,000 shares of preferred stock of the Company, par value $0.001 0.01 per share (the “Company Preferred SharesStock”). At ) . (b) As of the close of business on August 30November 12, 2019 (the “Capitalization Date”), 2007: (i) 11,038,737 Shares 19,201,939 shares of Company Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), outstanding; (ii) no shares of Company Options Common Stock were outstanding and held in the treasury of the Company; (iii) no shares of Company Preferred Shares Stock were outstandingoutstanding (iv) 2,007,700 shares of Company Common Stock were duly reserved for future issuance pursuant to outstanding Company Stock Options pursuant to the Company’s 1996 Stock Option Plan, as amended to date, and 2006 Incentive and Non-Statutory Stock Option Plans (collectively, the “Company Stock Plans”); and (v) 175,000 shares of Company Common Stock were duly reserved for future issuance pursuant to the exercise of a warrant to purchase shares of Company Common Stock (the “Company Warrant”). At Except as described above, as of the close of business on the Capitalization Dateday prior to the date hereof, there were no Shares shares of voting or Preferred Shares were reserved by non-voting capital stock, equity interests or other securities of the Company for issuance other than 1,021,060 Shares (“Company Securities”) authorized, issued, reserved for issuance under or otherwise outstanding. The Company Warrant shall be automatically exercised pursuant to Section 2(c) of the Company Warrant at 5:00 p.m. Eastern Time on the day prior to the Closing Date. (c) All outstanding shares of Company Common Stock are, and all shares which may be issued pursuant to the Company Stock Plan. All of Plans, the issued and outstanding Shares have been duly authorized and are validly issued, fully paidCompany Stock Options, and nonassessable. All Shares reserved for issuance shall the Company Warrant will be, when issued against payment therefor in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuablethereof, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessablenon-assessable, and not subject to, or issued in violation of, any preemptive, subscription or any kind of similar rights. All equity interests in each The Company has no outstanding shares of Company Common Stock that are subject to a right of repurchase that will survive the Merger. (d) There are no bonds, debentures, notes or other indebtedness of the Subsidiaries that Company having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as described in subsection (b) above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company is a partnership party or limited liability company are duly authorized and validly bound obligating the Company to issue, deliver or sell, or cause to be issued. All of the outstanding , delivered or sold, additional shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or obligating the Company to issue, grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither the Company nor any of its Subsidiaries to issue or sell is subject to any Person obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) in any Person. (e) The Company has previously made available to Parent a complete and correct list of the holders of all Company Stock Options and the Company Warrant outstanding as of the date specified therein, including: (i) the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) any other material terms, including any terms regarding the acceleration of vesting. No Company Stock Option (i) has a per share exercise price lower than the fair market value of a share of Company Common Stock on the date of grant of such Company Stock Option, (ii) has had its grant date backdated or (iii) has had its grant date delayed in order to take advantage of the release or other public announcement of material non-public information regarding the Company or its Subsidiaries. (f) All of the issued and outstanding shares of Company Common Stock and the issued and outstanding Company Warrant and Company Stock Options were issued in compliance in all material respects with all applicable federal and state securities Laws and the applicable Company Stock Plan. (g) There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) or other securities security or equity interests of the Company, other than rights of repurchase of Company Common Stock pursuant to agreements entered into in connection with the Company Stock Plans between the Company and the holder of such shares of Company Common Stock. Except as described in this Section 3.2, there are no stock-appreciation rights, security-based performance units, phantom stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or any securities assets or obligations convertible or exchangeable into or exercisable for, or giving any Person calculated in accordance therewith (other than the Company’s right ordinary course cash payments or commissions to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts sales representatives of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any based upon revenues generated by them without augmentation as a result of the Shares Transactions) of the Company or other outstanding securities of to cause the Company or any of its Subsidiaries. To Subsidiaries to file a registration statement under the Knowledge of the CompanySecurities Act, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant or which otherwise relate to the exercise or settlement registration of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (fh) Section 3.2(f) of the Company Disclosure Schedule sets forthThere are no voting trusts, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest proxies or other ownership interest of agreements, commitments or understandings to which the Company or any of its Subsidiaries in any other Personor, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents knowledge of the Company or Company, any of its Subsidiaries and the Support Agreementstockholders of the Company, the Company is not a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or bound by, any Contracts concerning the voting (including voting trusts and proxies) disposition of any shares of capital stock or other security or equity interests interest of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 300,000,000 shares of Preferred StockCompany Common Stock and 50,000,000 shares of preferred stock, $0.01 par value $0.001 per share (the “Company Preferred SharesStock”). At the close of business on August May 30, 2019 (the “Capitalization Date”)2014, (i) 11,038,737 Shares 169,316,257 shares of Company Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested including 225,905 Company Restricted Stock AwardsShares), (ii) no Company Options were outstanding and (iii) no Preferred Shares 17,576,015 shares of Company Common Stock were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company available for issuance other than 1,021,060 Shares reserved for issuance grant under the Company Stock PlanEquity Plans. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions shares of the applicable instrument pursuant to which they capital stock of the Company are issuable, duly authorized, validly issued, fully paidpaid and non-assessable, and nonassessableno class of capital stock of the Company is entitled to preemptive rights. 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 shares of Company Common Stock may vote. Section 4.3(a) of the Company Disclosure Letter, sets forth for each holder of Company Restricted Shares outstanding as of the date of this Agreement (A) the name with respect to the holder (B) the number of such Company Restricted Shares held by such holder, (C) the date of grant of such Company Restricted Shares, and (D) the vesting schedule for such Company Restricted Shares. There are no other rights, options, stock or unit appreciation rights, phantom stock or units, restricted stock units, dividend equivalents or similar rights with respect to the Company Common Stock other than as disclosed on Section 4.3(a) of the Company Disclosure Letter. Each Company Restricted Share grant and each LTIP Unit grant was made in accordance in all material respects with the terms of the Company Equity Plans and applicable Law. Prior to the Closing (and as close to Closing as reasonably practicable), the Company will provide to Parent a complete and correct list that contains the information required to be provided in Section 4.3(a) of the Company Disclosure Letter, that is correct and complete as of the date such list is provided; provided, however, that delivery of such updated schedule shall not cure any breach of this Section 4.3(a) for purposes of determining whether the applicable closing condition has been satisfied. There are 1,443,897 OP Units issued and outstanding (other than 5,613,374 OP Units to be issued in respect of the termination of the Listing Agreement), (ii) no Class B OP Units issued and outstanding and (iii) 9,219,108 LTIP Units issued and outstanding, each of which LTIP Units is owned of record and beneficially by the Company Advisor, and each of which LTIP Units shall be forfeited immediately prior to the Effective Time. Except as set forth in the preceding sentence, there are no other partnership interests or other equity or ownership interests in the Company Operating Partnership and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the partnership interests or other equity or ownership interests in the Company Operating Partnership or other securities which would require the Company Operating Partnership to issue or sell any partnership interests or other equity or ownership interests in the Company Operating Partnership. (b) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock of (or other voting securities ownership interests in) each of the Company Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 4.1(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Subsidiaries are owned Company Subsidiaries, free and clear of all encumbrances other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any Liencharacter relating to the outstanding capital stock or other securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. (c) Except (i) as set forth in this Section 3.2 and (ii4.3 or in Section 4.3(a) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19Company Disclosure Letter, as of the date of this Agreement, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangementsrights of first refusal, calls, commitments, arrangements or rights undertakings of any kind that obligate, or with the passage of time may obligate, to which the Company or any Company Subsidiary is a party or by which any of its Subsidiaries them is bound, obligating the Company or any Company Subsidiary to issue issue, deliver or sell or create, or cause to any Person any be issued, delivered or sold or created, additional shares of capital Company Common Stock, shares of Company Preferred Stock or other equity securities or phantom stock or other securities contractual rights the value of which is determined in whole or in part by the value of any equity security of the Company or any of its the Company Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of its Subsidiariesfirst refusal, arrangement or undertaking. As Except as set forth in Section 4.3(c) of the Company Disclosure Letter, as of the date of this Agreement, there are no outstanding Contracts contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of the Shares Company Common Stock, shares of Company Preferred Stock or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any Company Subsidiary (other than in satisfaction of its Subsidiaries. (f) Section 3.2(f) of withholding Tax obligations pursuant to certain awards outstanding under the Company Disclosure Schedule sets forth, as of Equity Plans in the close of business on event the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject grantees otherwise fail to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such awardsatisfy withholding Tax obligations). Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of Neither the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the nor any Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, by any Contracts agreements or understandings concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its the Company Subsidiaries. (d) All dividends or other distributions on the shares of Company Common Stock and Company Preferred Stock and any material dividends or other distributions on any securities of any Company Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 500,000,000 Shares, of which 69,773,183 Shares were outstanding as of the close of business on September 11, 1997, and 25,000,000 50,000,000 shares of Preferred Stock, par value one-thousandth of one dollar ($0.001 .001) per share (the “"Preferred Shares”"). At , of which no shares were outstanding as of the close of business on August 30September 11, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan1997. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, paid and nonassessable. All The Company has no Shares or Preferred Shares reserved for issuance, except that, as of September 11, 1997, there were 4,827,730 Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, the Company's 1993 Stock and nonassessable. Incentive Plan (bthe "Stock Plan") All and 500,000 Shares reserved for issuance pursuant to the Western Save Plan. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and owned by a direct or indirect wholly-owned subsidiary of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned Company, free and clear of any Lien. (c) lien, pledge, security interest, claim or other encumbrance. Except (i) as set forth above or in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19Company Disclosure Letter, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, arrangements or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries commitments to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. As of the date of this Agreement, there are no outstanding Contracts of Neither the Company or nor any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have has outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders stockholders of the Company on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries("Voting Debt"). (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 400,000,000 shares of Preferred StockCompany Common Stock and 50,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “Company Preferred SharesStock”). At As of the close date of business on August 30, 2019 (the “Capitalization Date”), this Agreement (i) 11,038,737 Shares 31,840,651 shares of Company Common Stock were issued and outstanding (including the restricted shares of which 318,750 Shares were subject to Unvested Company Common Stock set forth in Section 3.3(a) of the Company Disclosure Letter (the “Company Restricted Stock AwardsShares”)), (ii) no shares of Company Options Preferred Stock were issued and outstanding, (iii) 687,934 shares of Company Common Stock were reserved for issuance pursuant to the settlement of outstanding restricted stock unit awards granted pursuant to the Company Equity Incentive Plan (the “Company RSUs”), and (iv) 2,134,091 additional shares of Company Common Stock were reserved for issuance pursuant to the terms of the Company Equity Incentive Plan (together with the shares described in (i), (ii) and (iii) no Preferred Shares were outstandingthe “Signing Capitalization”). At the close The total number of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock issued and outstanding and/or reserved for issuance, calculated immediately prior to the Merger Effective Time, will not exceed the Signing Capitalization, other than any excess which is the result of each of any action or inaction by the Subsidiaries Company Parties that is a corporation consented to by Parent in accordance with this Agreement. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessablenon-assessable, and no class of capital stock is entitled to preemptive rights. There are no outstanding bonds, debentures, notes or other Indebtedness of 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 shares of Company Common Stock may vote. Section 3.3(a) of the Company Disclosure Letter sets forth a true, complete and correct list, as of the date of this Agreement, of the outstanding Company Restricted Shares and Company RSUs, including the name of the Person to whom such Company Restricted Shares and Company RSUs have been granted and the date on which such Company Restricted Shares and Company RSUs were granted. (b) All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other voting securities ownership interests of each of the Company Subsidiaries are set forth in Section 3.1(c) of the Company Disclosure Letter as owned by the Company or a Company Subsidiary, free and clear of all Liens (other than Company Permitted Liens), and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any Liencharacter relating to the outstanding securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any ownership interests or securities convertible into or exchangeable for such Company Subsidiary ownership interests (other than the issuance of units of limited partnership interest in the Company Operating Partnership to the Company upon vesting of the Company RSUs). (c) Except (i) as set forth in this Section 3.2 and (ii3.3 or Section 3.3(a) for the authorization and issuance of the Series A Preferred Stock in accordance with Company Disclosure Letter, and except as permitted to be issued pursuant to Section 5.195.1 hereof, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangementsrights of first refusal, calls, commitments, arrangements or rights undertakings of any kind that obligate, or with the passage of time may obligate, to which the Company or any Company Subsidiary is a party or by which any of its Subsidiaries them is bound, obligating the Company or any Company Subsidiary to issue issue, deliver or sell or create, or cause to any Person any be issued, delivered or sold or created, additional shares of capital Company Common Stock, shares of Company Preferred Stock or other equity securities or phantom stock or other securities contractual rights the value of which is determined in whole or in part by the value of any equity security of the Company or any of its the Company Subsidiaries or obligating the Company or any securities Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of first refusal, arrangement or undertaking. There are no outstanding contractual obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any shares of the Shares Company Common Stock, shares of Company Preferred Stock, or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of Company Subsidiary. Neither the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding nor any Company Equity Awards, including the number of Shares covered by or subject Subsidiary is a party to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, andor, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of bound by any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest agreements or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts understandings concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its the Company Subsidiaries. All outstanding shares of Company Common Stock, all outstanding Company equity awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Company Subsidiary, have been issued or granted, as applicable, in compliance in all material respects with all applicable Laws. (d) The Company does not have a “poison pill” or similar stockholder rights plan. (e) Except as set forth in Section 3.3(e) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act. (f) All dividends or distributions on the Company Common Stock and any material dividends or distributions on any securities of any Company Subsidiary which have been authorized or declared prior to the date hereof have been paid in full. (g) The Company is the sole member of the Company General Partner and the Company owns, directly or indirectly, all of the partnership interests in the Company Operating Partnership.

Capital Structure. (ai) The authorized share capital stock of the Company consists of 100,000,000 3,000,000,000 Company Common Shares and 25,000,000 shares of Preferred Stockundesignated shares, par value $0.001 0.01 per share (the “Preferred Company Undesignated Shares”). At the close of business on August 30November 20, 2019 2020 (the “Capitalization Company Measurement Date”), (iA) 11,038,737 421,705,534 Company Common Shares were issued and outstanding (of which 318,750 which, (1) 25,219,470 Company Common Shares were held by the Employee Benefit Trust (as defined in the Company Disclosure Letter) and (2) 396,486,064 were held by other shareholders), (B) 58,660,567 Company Common Shares were held by the Company in its treasury, (C) no Company Undesignated Shares were issued and outstanding, (D) 4,738,854 Company Common Shares were subject to Unvested issuance pursuant to Company Restricted Stock RSU Awards, (E) 1,426,313 Company Common Shares were subject to issuance pursuant to Company PSU Awards (assuming satisfaction of any performance vesting conditions at target levels), (F) 199,674 Company Common Shares were subject to issuance pursuant to Company DSU Awards and (G) 468,314 Company Common Shares were subject to issuance pursuant to outstanding Company Options. (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paidshares of the Company are, and nonassessable. All Shares reserved for issuance all shares of the Company that may be issued as permitted by this Agreement or otherwise shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 4.1(c) and (ii) except for changes since the authorization and Company Measurement Date resulting from the issuance of the Series A Preferred Stock in accordance with Company Common Shares pursuant to Company RSU Awards, Company PSU Awards, Company DSU Awards or Company Options, or as expressly permitted by Section 5.195.1(a)(iii), (A) there are no not issued or outstanding (x) any shares of capital stock of, or other equity or other interests in, voting securities of the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiaryy) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As subsidiaries convertible into or exchangeable or exercisable for, or based upon the value of, shares or voting securities of the date Company or (z) any warrants, calls, options or other rights to acquire from the Company or any of this Agreementits subsidiaries (including any subsidiary trust), there are no outstanding Contracts or obligations of the Company or any of its Subsidiaries subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for, or based upon the value of, shares or voting securities of the Company, and (B) 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. The Company Common Shares subject to issuance pursuant to Company Options issued and outstanding as of the Shares date of this Agreement have a weighted average exercise price of $27.66. (iii) There are no voting trusts or other outstanding securities of agreements or understandings to which the Company or any of its Subsidiaries. To subsidiaries is a party with respect to the Knowledge voting of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options shares or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or its subsidiaries. Neither the Company nor any of its Subsidiaries subsidiaries has granted any preemptive rights, anti-dilutive rights or rights of first refusal, registration rights or similar rights with respect to its shares that are in any other Person, together with the jurisdiction of incorporation or formation of each such other Personeffect. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 250,000,000 shares of Common Stock and 100,000,000 Shares and 25,000,000 shares of Preferred Stock, par value $0.001 .01 per share (the “Preferred Shares”)share. At As of the close of business on August 30June 25, 2019 (the “Capitalization Date”)2007, (i) 11,038,737 Shares there were issued and outstanding (47,541,916 shares of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)Common Stock, (ii) no Company Options shares of Preferred Stock were outstanding and outstanding, (iii) no 2,500,000 shares of Series A Junior Participating Preferred Shares Stock were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance in connection with the Preferred Stock Purchase Rights, associated with each outstanding share of Common Stock, which are governed by the terms of the Rights Agreement dated as of May 1, 2000 between the Company and EquiServe Trust Company N.A. (the “Rights Plan”) and which under certain circumstances give the holder thereof the right to purchase Series A Junior Participating Preferred Stock, and (iv) options, issued pursuant to the Company Stock Plan. All Plans, to purchase an aggregate of 5,143,138 shares of Common Stock and 628,657 restricted stock units as set forth in Section 3.2 of the issued Disclosure Schedule and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with exercisable at the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issuedprices specified therein. All of the outstanding shares of capital stock Common Stock are duly authorized and are validly issued and outstanding, fully paid and non-assessable and are not subject to or other voting securities issued in violation of each any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests inDGCL, the Company, and there are no preemptive ’s articles of incorporation or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, bylaws or rights of any kind that obligate, or with the passage of time may obligate, contract to which the Company is or was a party or otherwise bound. Neither the Company nor any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have has outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities which are convertible into into, or exercisable for equity or exchangeable for, securities having the right to vote) with the Stockholders stockholders of the Company or any such Subsidiary on any matter matter. Except as otherwise set forth in this Section 3.2, the Company has no outstanding stock or the right securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights (either preemptive or other and including any “phantom stock rights”, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind) to subscribe for or acquireto purchase or the value of which is based on, or any outstanding options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or any of its Subsidiaries. . The Company is not subject to any obligation (fcontingent or otherwise) Section 3.2(f) to repurchase or otherwise acquire or retire any shares of its equity securities or any convertible securities, rights or options of the Company Disclosure Schedule sets forth, as type described in the preceding sentence (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the close exercise of business on Options or the Capitalization Dateconversion of Restricted Stock Units). Since June 25, all outstanding 2007, except as permitted by this Agreement or as required by the Company Equity Awards, including the number of Shares covered by or subject to the awardEmployee Stock Purchase Plan, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does has not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of issued any shares of capital stock except in connection with the conversion or other equity interests exercise of securities referred to above or in connection with the Company Company’s Employee Stock Purchase Plan or (ii) issued or granted any options, warrants, or securities convertible into or exercisable for shares of its Subsidiariescapital stock (other than Preferred Stock Purchase Rights associated with shares of Common Stock).

Capital Structure. (a) The authorized capital stock of ------------------ the Company consists of 100,000,000 Shares and 25,000,000 200,000,000 shares of Preferred StockCompany Common Stock and 10,000,000 shares of preferred stock, par value $0.001 1.00 per share (the “"Company ------- Authorized Preferred Shares”Stock" and, together with the Company Common Stock, the -------------------------- "Company Stock"). At the close of business on August 30November 17, 2019 (the “Capitalization Date”)1999, (i) 11,038,737 Shares -------------- 18,351,054 shares of Company Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no 1,097,719 shares of Company Options Authorized Preferred Stock were outstanding issued and outstanding, consisting entirely of shares of Company Preferred Stock, (iii) no 2,837,558 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,097,719 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Preferred Shares Stock, 1,671,436 shares of Company Common Stock were outstandingreserved for issuance pursuant to exercise of outstanding Company Employee Stock Options (as defined in Section 6.04(d)) and 550,564 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans (as defined in Section 6.04(d)), and (v) 185,000 shares of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Junior Preferred Stock"), of the Company were ---------------------- reserved for issuance in connection with the rights (the "Company Rights") -------------- issued pursuant to the Rights Agreement dated as of August 26, 1999, between the Company and First Chicago Trust Company of New York, as Rights Agent (as amended from time to time, the "Company Rights Agreement"). At Except as ------------------------ set forth above at the close of business on the Capitalization DateNovember 17, 1999, no Shares shares of Company Capital Stock or Preferred Shares were reserved by other equity securities or voting securities of the Company for issuance other than 1,021,060 Shares were issued, reserved for issuance under the or outstanding. There are no outstanding Company SARs (as defined in Section 6.04) that were not granted in tandem with a related Company Employee Company Stock PlanOption. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of Company Capital Stock are, and all such shares that may be issued prior to the Subsidiaries that is a corporation are Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable. All equity interests in each There are not any bonds, debentures, notes or other indebtedness of the Subsidiaries that 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 Stock may vote ("Voting Company Debt"). Except as ------------------- set forth above, except pursuant to the ESOP (as defined in Section 3.03(c)), a true and complete copy of which has been previously provided to Parent, and except for the transactions contemplated by 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 (as defined in Section 3.05(a)), arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a partnership party or limited liability company are duly authorized and validly 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. All of the outstanding , delivered or sold, additional shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of equity interests in, or any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) security convertible or exercisable for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of or exchangeable into any capital stock of, of or other equity or other interests interest in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or of any of its Subsidiaries to issue Company Subsidiary or sell to any Person any shares of capital stock or other securities of Voting Company Debt, (ii) obligating the Company or any of its Subsidiaries Company Subsidiary to issue, grant, extend or enter into any securities such option, warrant, call, right, security, commitment, Contract, arrangement or obligations convertible undertaking or exchangeable into or exercisable for, or giving (iii) that give any Person (other than person the Company’s right to subscribe for receive any economic benefit or acquire securities right similar to or derived from the economic benefits and rights occurring to holders of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesCapital Stock. As of the date of this Agreement, except as set forth in the Partnership Agreement (as defined in Section 6.12(a)), there are no not any outstanding Contracts contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of the Shares or other outstanding securities capital stock of the Company or any of its SubsidiariesCompany Subsidiary. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant The Company has delivered to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards Parent a complete and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities correct copy of the Company or any of its SubsidiariesRights Agreement. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (ai) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 (A) 250,000,000 shares of Preferred Company Common Stock, of which 36,780,009, shares are issued and outstanding as of the date hereof and of which 36,780,009 shares plus such number of shares as may be issued consistent with Section 4.1(b) shall be issued and outstanding as of the Effective Time, and no shares are held by the Company or its Subsidiaries as treasury stock, (B) 30,000,000 shares of Class B Common Stock, par value $0.001 .01 per share share, of which no shares are issued or outstanding, and (the “Preferred Shares”)C) 1,000,000 shares of preferred stock, par value $.01 per share, of which no shares are issued or outstanding. At the close of business on August 30, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were All issued and outstanding (shares of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close capital stock of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paidpaid and nonassessable, and nonassessableno class of capital stock is entitled to preemptive rights. Except pursuant to the Option Agreement or as set forth on Schedule 3.1(b)(i), there are no outstanding options, warrants or other rights to acquire capital stock from the Company (or securities convertible into or exchangeable or exercisable for such capital stock) other than options representing in the aggregate the right to purchase 5,987,693 shares of Company Common Stock under the Company Stock Option Plans. (bii) All Schedule 3.1 (b)(ii) lists all Subsidiaries of the Company as of the date of this Agreement. Except as set forth in Schedule 3.1(b)(ii), (a) all of the issued and outstanding shares of capital stock of each Subsidiary of the Subsidiaries Company that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and are owned, directly or indirectly, by the Company and where owned by the Company or one or more of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries its Subsidiaries, are owned free and clear of any Lienliens, claims, encumbrances, restrictions, preemptive rights, security interests, charges, voting and disposition restrictions or any other claims of any third party ("Liens"), (b) all capital, membership or voting interests of each Subsidiary of the Company that is not a corporation have been validly created pursuant to its Organizational Documents and, where owned by the Company or one or more of its Subsidiaries, are owned, directly or indirectly, by the Company free and clear of any Liens and (c) none of the Company or its Subsidiaries has any agreement or obligation to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person or owns any interests in any Person other than a wholly owned Subsidiary (except, as of the Effective Time, as may be agreed or allowed consistent with Section 4.1(d)). (ciii) No bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which shareholders may vote ("Company Voting Debt") are issued or outstanding. (iv) Schedule 3.1(b)(iv) sets forth a true and complete list as of the date hereof of all holders of options to purchase Company Common Stock, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. (v) Except (ias otherwise set forth in the last sentence of Section 3.1(b)(i) or as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19Schedule 3.1(b)(v), there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rightssecurities, options, warrants, conversion calls, subscriptions, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments, arrangements or rights undertakings of any kind that obligate, to which the Company or with the passage any of time may obligate, its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue issue, deliver or sell sell, or cause to any Person any be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of obligating the Company or any of its SubsidiariesSubsidiaries to issue, grant, extend or enter into any such security, option, warrant, subscriptions, call, right, commitment, agreement, arrangement or undertaking. As of the date of this AgreementExcept as disclosed on Schedule 3.1(b)(i), there are no outstanding Contracts obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities capital stock of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (ai) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 (A) ten million (10,000,000) shares of Common Stock and (B) ten million five thousand (10,005,000) preferred shares (“Preferred Stock”), of which five thousand (5,000) shares have been designated as Senior Preferred Stock, par value $0.001 100 per share, and ten thousand (10,000) shares have been designated as series A junior participating preferred shares, par value of $0.01 per share (the “Junior Preferred SharesStock”). At the close As of business on August 30, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization DateBusiness Day immediately preceding the date of this Agreement: (A) 6,000,731 shares of Common Stock, no Shares or Preferred Shares were reserved including the Restricted Stock set forth on Section 3.01(b)(vi) of the Company Disclosure Letter, are issued and outstanding; (B) 902,434 shares of Common Stock are held by the Company for issuance other than 1,021,060 Shares in its treasury; (C) 362,848 shares of Common Stock were authorized and reserved for issuance under upon exercise of outstanding options representing the Company right to acquire shares of Common Stock (the “Stock Options”) awarded pursuant to, and subject to the terms of, the Stock Plan. All , 260,555 of which are vested; (D) 5,000 shares of Senior Preferred Stock are issued and outstanding; and (E) none of the authorized shares of Junior Preferred Stock or Preferred Stock (other than the Senior Preferred Stock) are issued and outstanding. (ii) All issued and outstanding Shares have been duly authorized shares of Common Stock and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions Senior Preferred Stock of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation Company are duly authorized, validly issued, fully paid and nonassessable. All equity interests non-assessable and are not subject to and were not issued in each violation of any preemptive right. (iii) There are no bonds, debentures, notes or other Indebtedness of the Subsidiaries that Company or any Company Subsidiary having, or providing the holders thereof, the right to vote (or which are convertible into, exchangeable for or exercisable for, shares of capital stock of the Company, equity or other securities of the Company having the right to vote) on any matters on which shareholders of the Company may vote. Other than pursuant to the Stock Plans and the Stock Options, there are no Contracts, agreements or understandings to which the Company or any Company Subsidiary is a partnership party with respect to the issuance of or limited liability company are duly authorized and validly issued. All the voting interest in any shares of capital stock of the Company or which restrict the transfer of any such shares (other than agreements restricting the transfer of Restricted Stock), and to the Company’s Knowledge, as of the date of this Agreement, other than any agreements among shareholders described in a filing on Schedule 13D or an amendment thereto, there are no shareholder agreements, voting trust agreements, registration rights agreements or other similar third party agreements or understandings with respect the disposition or voting of any such shares or which restrict the transfer of any such shares. (iv) Other than pursuant to the Stock Plan, the Stock Options, and except for the Common Stock and the Senior Preferred Stock, there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company or any of the Company Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any of the Company Subsidiaries, or (C) any warrants, calls, options, subscriptions, convertible securities or other rights to acquire from the Company or any of the Company Subsidiaries, and no Contract, obligation, agreement or commitment of the Company or any of the Company Subsidiaries to issue, transfer or sell any shares of capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of the Company, and there are not any outstanding Contracts relating to or obligations of the Company or any of the Company 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, including any Contracts or agreements granting or extending any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of the Company or any of the Company Subsidiaries. (v) Section 3.01(b)(v) of the Company Disclosure Letter sets forth a true, complete and correct list of the Stock Options, including the names of the Person to whom such Stock Options have been granted, the number of shares subject to each Stock Option, the per share exercise price for each Stock Option and the portion, if any, of each Stock Option that is currently exercisable. (vi) Section 3.01(b)(vi) of the Company Disclosure Letter sets forth a true, complete and correct list of the unvested Restricted Stock outstanding under the Stock Plan, including the name of the Persons to whom such Restricted Stock awards have been granted and the number of shares granted. Neither the Company nor any Company Subsidiary has issued any “phantom” stock or stock appreciation rights. (vii) Section 3.01(b)(vii) of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company and, for each such Subsidiary, its jurisdiction of incorporation or organization. Prior to the date of this Agreement, the Company has made available to Parent (including via the SEC’s ▇▇▇▇▇ system) true and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of the Company as in effect on the date of this Agreement and, prior to the Effective Time, the Company will make available to Parent true and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company as in effect on the date of this Agreement. The Company is not in material violation of any of the provisions of its organizational documents. Each Subsidiary is not in violation of the provisions of its organizational documents, except where such violation would not reasonably be expected to be material to the Company and its Subsidiaries are taken as a whole. (viii) Except as set forth on Section 3.01(b)(viii) of the Company Disclosure Letter, all of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company is wholly-owned by the Company, directly or indirectly, free and clear of any Lien. Lien and free of any other limitation or restriction (cincluding any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, any Subsidiary of the Company, (B) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other Contracts, obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, any Subsidiary of the Company or (C) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other ownership interests in, any Subsidiary of the Company (the items in clauses (A) through (C) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to issue, repurchase, redeem or otherwise acquire any Company Subsidiary Securities. Except for (iX) the capital stock or other voting securities of, or other ownership interests in, its Subsidiaries, and (Y) as set forth in this on Section 3.2 and (ii3.01(b)(viii) for the authorization and issuance of the Series A Preferred Stock Company Disclosure Letter, shares of publicly traded securities held for investment by the Company (which, in accordance with Section 5.19no case, there are no exceeds 5% of the outstanding securities of any such entity), the Company does not own, directly or indirectly, any capital stock or other voting securities of, or other ownership interests in, any Person. All of the outstanding shares of capital stock of, or other equity or other voting interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the CompanyCompany have been validly issued, the percentage were issued free of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of preemptive rights and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), are fully paid and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Personnon-assessable. (hix) Other than pursuant All dividends or other distributions on the shares of Company Common Stock and Senior Preferred Stock and any dividends or other distributions on any Company Subsidiary Securities which have been authorized and declared prior to the Organizational Documents of date hereof have been paid in full (except to the Company or any of its Subsidiaries extent that such dividends have been publicly announced and the Support Agreement, the Company is are not a party to or bound by, any Contracts concerning the voting (including voting trusts yet due and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiariespayable).

Capital Structure. (a) The As of July 31, 2001, the authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 40,000,000 shares of Preferred StockCommon Stock and 5,000,000 shares of preferred stock. As of July 31, par value $0.001 per share (the “Preferred Shares”). At the close of business on August 30, 2019 (the “Capitalization Date”)2001, (i) 11,038,737 Shares 10,005,263 shares of Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no Company Options shares of Common Stock were outstanding and held in the treasury of the Company, (iii) no Preferred Shares 2,459,689 shares of Common Stock were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the outstanding Company Stock PlanPlans, including stock appreciation rights, performance units and stock units, and (iv) no shares of preferred stock were issued or outstanding. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of the Company's capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessablenon-assessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company There are duly authorized and validly issued. All of the outstanding shares of capital stock no bonds, debentures, notes or other indebtedness having voting rights (or convertible or exchangeable into securities of each of the Subsidiaries are owned free and clear of any Lien. having such rights) (c"Company Voting Debt") Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities issued and outstanding. The shares of a Subsidiary) a right to subscribe for or acquire, any securities Common Stock issuable in accordance with Section 2.3 and upon conversion of the Company Notes have been reserved for issuance and, when issued upon payment therefor in accordance with Section 2.3 or any of its Subsidiaries. As upon conversion of the date of this AgreementNotes in accordance with the terms thereof, there are no outstanding Contracts of will be duly authorized, validly issued and fully paid and nonassessable and not subject to preemptive rights. Except as set forth above, as described in the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of SEC Documents and for the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held transactions contemplated by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) there are no Shares have been issued, except pursuant to the exercise or settlement shares of Company Equity Awards outstanding on or prior to the close capital stock of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan authorized, issued or the issuance of the Series A Preferred Stock in accordance with Section 5.19, outstanding and (ii) there are no Company Options existing (A) options, warrants, calls, preemptive rights, subscriptions or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2rights, the Company does not have outstanding convertible or exchangeable securities, agreements, arrangements or commitments of any bondscharacter, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject relating to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.issued

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 shares of Preferred Stock, $1.00 par value (the "Preferred Stock") and 120,000,000 shares of Common Stock, par value $0.001 per share (the “Preferred Shares”)1.00. At the close of business on August 30March 31, 2019 (the “Capitalization Date”)1999, (i) 11,038,737 Shares no shares of Preferred Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no Company Options 28,962,527 shares of Common Stock were outstanding issued and outstanding, (iii) no Preferred Shares 4,978 shares of Common Stock were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved held by the Company for issuance other than 1,021,060 Shares in treasury and (iv) 2,396,184 shares of Common Stock were reserved for issuance pursuant to outstanding Company Options or other rights to purchase Shares under the Company Option Plans, the Company's Employee Stock Ownership Plan and the Company's Executive Bonus Plan. All Except (i) as set forth above and (ii) as provided in the Standstill Agreement, as of the issued and date hereof, there are no outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (bA) All of the outstanding shares of capital stock of each or other voting securities of the Subsidiaries that is a corporation are Company, (B) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (C) options or other rights to acquire from the Company, or other obligations, arrangements or commitments of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or (D) equity equivalents, stock appreciation rights, phantom stock, interests in the ownership or earnings of the Company or other similar rights (collectively, "Company Securities"). Each outstanding Share is, and each Share which may be issued pursuant to the Company Option Plans and the other agreements and instruments listed above will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. All equity interests in each 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 the Company's shareholders may vote. Except as set forth above or in Item 4.3 of the Company Letter, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries that is a partnership party or limited liability company are duly authorized and validly by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell or create, or cause to be issued. All of the outstanding , delivered or sold or created, additional shares of capital stock or other voting securities of each or equity equivalents of the Subsidiaries are owned free and clear Company or of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, its Subsidiaries or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, obligating the Company or any of its Subsidiaries to issue issue, grant, extend or sell to enter into any Person any shares of capital stock such security, option, warrant, call, right, commitment, agreement, arrangement or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiariesundertaking. As of the date of this Agreement, there There are no outstanding Contracts contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares Company Securities, or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of any Subsidiaries of the Company or any of its SubsidiariesCompany.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 485,000,000 shares of capital stock consisting of: (1) 480,000,000 shares of the Common Stock, (2) 1,000,000 shares of non-voting preferred stock without par value (the "NON-VOTING PREFERRED STOCK") and (3) 4,000,000 shares of voting preferred stock without par value (the "VOTING PREFERRED STOCK" and, together with the Non-Voting Preferred Stock, par value $0.001 per share the "COMPANY PREFERRED STOCK") of which 2,000,000 shares have been designated as Series A Preferred Stock (the “Preferred Shares”"COMPANY SERIES A PREFERRED STOCK"). At the close of business on August 30July 15, 2019 (the “Capitalization Date”)1999, (i) 11,038,737 Shares 137,792,751 shares of the Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), outstanding; (ii) no shares of the Common Stock were held by the Company Options were outstanding and in its treasury; (iii) no Preferred Shares were outstanding. At the close shares of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares Preferred Stock were issued and outstanding; (iv) 2,000,000 shares of the Company Series A Preferred Stock were reserved for issuance in connection with the rights to purchase shares of the Common Stock issued pursuant to the Company Rights Agreement; and (v) no shares of the Common Stock were reserved for issuance pursuant to the Company's 1989 Stock Option Plan, the Company's 1997 Stock Option Plan for Non-Employee Directors, the Company's 1997 Long Term Incentive Plan, the Company's Executive Deferred Compensation Plan and grants of options made to individual employees (such plans and arrangements, collectively, the "COMPANY STOCK PLANS") (of which 7,284,000 shares of the Common Stock are subject to outstanding Company Stock Options). There are no outstanding stock appreciation rights or rights (other than the Company Stock Options) to receive shares of the Common Stock on a deferred basis granted under the Company Stock PlanPlans or otherwise. No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) on any matters on which shareholders of the Company or any of its Subsidiaries may vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of the issued and outstanding Shares have been duly authorized and are validly issued, fully paidCompany are, and nonassessable. All Shares reserved for issuance shall all shares which may be issued will be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuableissued, duly authorized, validly issued, fully paid, paid and nonassessable. nonassessable and will be delivered free and clear of all Liens (bother than Liens created by or imposed upon the holders thereof) All and not subject to preemptive rights. The Conversion Shares when issued upon conversion of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are Notes will be duly authorized, validly issued, fully paid and nonassessable. All equity interests in each The Company has reserved and has available out of its authorized Common Stock, solely for the purpose of issuing Conversion Shares, such number of shares of Common Stock as shall be issuable upon conversion of the Subsidiaries that is a partnership Notes. Except as set forth in this Section 5.2 (including pursuant to the conversion or limited liability company are duly authorized and validly issued. All exercise of the securities referred to above), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of each the Company or any of the its Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding other than shares of capital stock or other voting securities of such Subsidiaries that are directly or indirectly owned by the Company), (B) any securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other equity or other ownership interests in, the Company, and there are no preemptive Company or similar rights, options, any of its Subsidiaries or (C) any warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitmentsoptions or other rights to acquire from the Company or any of its Subsidiaries, or rights and no obligation of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other voting securities of of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person and (other than the Company’s right to subscribe for or acquire securities of a Subsidiaryy) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no not any outstanding Contracts obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares such securities or other outstanding securities of the Company to issue, deliver or any of its Subsidiaries. To the Knowledge of the Companysell, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been or cause to be issued, except pursuant to the exercise delivered or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquiresold, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such awardsecurities. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the The Company is not a party to or bound by, any Contracts concerning voting agreement with respect to the voting (including voting trusts and proxies) of any shares of such securities. Other than the capital stock of, or other equity interests of in, its Subsidiaries, the Company does not directly or indirectly beneficially own any of its Subsidiariessecurities or other beneficial ownership interests in any other entity.

Capital Structure. (a) The authorized capital stock of the Company ----------------- consists of 100,000,000 Shares (i) 30,000,000 shares of common stock, par value $0.01 per share (the "Common Stock") and 25,000,000 (ii) 10,000,000 shares of Preferred Stock, par value $0.001 0.01 per share (the “"Preferred Shares”Stock"), of which 250,000 shares are designated Series G Junior Participating Preferred Stock ("Series G Preferred Stock"). At the close of business on August 30April 15, 2019 (the “Capitalization Date”), 1998: (i) 11,038,737 Shares 8,381,193 shares of Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no Company 2,877,977 shares of Common Stock were reserved for issuance pursuant to outstanding Options were outstanding and granted under the Stock Option Plans, (iii) no 218,152 shares of Common Stock were reserved for issuance pursuant to Company's 1995 Employee Stock Purchase Plan (the "Stock Purchase Plan"), and (iv) 250,000 shares of Company's Series G Preferred Shares Stock were outstandingauthorized for issuance solely pursuant to the exercise of the preferred stock purchase rights (the "Rights") issued pursuant to the Shareholder Protection Rights Agreement, dated as of November 21, 1997, between Company and SunTrust Bank, Atlanta, as rights agent (the "Company Rights Agreement"). At Except as set forth in the immediately preceding sentence, at the close of business on the Capitalization DateApril 15, 1998, no Shares shares of capital stock (including without limitation shares of Series G Preferred Stock) or Preferred Shares other equity securities of Company were reserved by the Company for issuance other than 1,021,060 Shares issued, reserved for issuance under the Company Stock Planor outstanding. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation Company are duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. All equity interests Except as specified above or in each Section 4.1(c) of the Subsidiaries that is a partnership Disclosure Memorandum, neither Company nor any Subsidiary of Company has or, at or limited liability company are duly authorized and validly issued. All after the Effective Time will have, any outstanding option, warrant, call, subscription or other right, agreement or commitment which (i) obligates Company or any Subsidiary of Company to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any shares of the outstanding capital stock of Company or any Subsidiary of Company, (ii) restricts the transfer of any shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries Subsidiaries, or (iii) relates to issue or sell to any Person the voting of any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any No bonds, debentures, notes or other debt obligations the holders indebtedness of which have Company or any Subsidiary of Company having the right to vote (or other securities convertible into into, or exercisable for equity exchangeable for, securities having the right to vote) with the Stockholders on any matter or matters on which the right to subscribe for or acquire, any equity securities shareholders of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly Company may vote are issued or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Personoutstanding. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 50,000,000 shares of Preferred Common Stock; 10,000,000 shares of Class A Common Stock, of which 9,000,000 shares are designated Class A Series I Common Stock and 1,000,000 shares are designated Class A Series II Common Stock; and 10,000,000 shares of preferred stock, par value $0.001 .01 per share (the “Preferred Shares”). At the close of business on August 30share, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no 400,000 shares are designated as Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesStock. As of the date hereof: (i) 28,267,185 shares of this AgreementCommon Stock are issued and outstanding, there (ii) 2,777,778 shares of Class A Series I Common Stock are no issued and outstanding, (iii) 375,159 shares of Class A Series II Common Stock are issued and outstanding, (iv) 400,000 shares of Preferred Stock are issued and outstanding, and (v) 2,358,352 shares of Common Stock are reserved for issuance pursuant to outstanding Contracts Options. Schedule 3.1(b) sets forth a list of the Company or any record owners of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge all classes of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards 's capital stock and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: . Each outstanding share of capital stock of the Company is duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights, except as provided in that certain Stockholders Agreement, dated August 29, 1995, among the Company and the holders of the Common Stock and Class A Common Stock (i) each Subsidiary the "Stockholders Agreement"), and was not issued in violation of any preemptive rights or federal or state securities laws. After giving effect to the Class A Conversion, the Preferred Stock Redemption, the conversion of the outstanding Options as contemplated by Section 2.3, and the termination of the Stockholders Agreement as contemplated by Section 4.2, at Closing there will be no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by the Company of any securities of the Company, the percentage of ownership interest held, directly nor will there be outstanding any voting securities or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation securities which are convertible into or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of exchangeable for any shares of capital stock or other equity interests of the Company, and the Company will have no obligation of any kind to issue any additional capital stock or any of its Subsidiariesvoting securities.

Capital Structure. (a) The authorized capital stock of the Company ---- ----------------- consists of 100,000,000 Shares 10,000,000 shares of common stock, $0.01 par value per share, of which 5,000,000 shares are voting common stock ("Class A Shares") and 25,000,000 5,000,000 -------------- shares are non-voting common stock ("Class B Shares") and 19,031 shares of -------------- preferred stock, $.0l par value per share, of which 1,043 shares are Class A shares of Preferred Stock, par value $0.001 per share (the “"Class A Preferred Shares”") and l7,988 shares are ------------------------ Class B shares of Preferred Stock ("Class B ------- Preferred Shares"). At the close of business on August 30January 31, 2019 (the “Capitalization Date”)1999, (i) 11,038,737 6,100 ---------------- shares of Class A Shares and 133,643 shares of Class B Shares were issued and outstanding, (ii) 100 shares of Class A Preferred Shares and 100 shares of Class B Preferred Shares, were issued and outstanding, and (iii) options and warrants to purchase shares of Stock as set forth on Section 3.2 of the Disclosure Schedule were issued and outstanding (of which 318,750 Shares were subject such options and warrants being herein collectively referred to Unvested as the "Company Restricted Stock AwardsOptions"). Except as set forth --------------------- above, (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At at the close of business on the Capitalization DateJanuary 31, 1999, no Shares shares of capital stock or Preferred Shares were reserved by other equity securities of the Company for issuance other than 1,021,060 Shares were issued, reserved for issuance under issuance, or outstanding. Except as set forth in Section 3.2 of the Disclosure Schedule, all outstanding shares of capital stock of the Company are, and all shares which may be issued pursuant to any outstanding Company Stock Plan. All of the issued and outstanding Shares have been Options will be, when issued, duly authorized and are authorized, validly issued, fully paidpaid and nonassessable and not subject to preemptive rights. Except as contemplated by this Agreement or as set forth in Section 3.2 of the Disclosure Schedule, no bonds, debentures, notes, or other indebtedness of the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the shareholders of the Company or any Subsidiary may vote are issued or outstanding. Except as disclosed in Section 3.2 of the Disclosure Schedule, all the outstanding shares of capital stock of each Subsidiary have been validly issued and nonassessableare fully paid and nonassessable and are owned by the Company, by one or more Subsidiaries, or by the Company and one or more such Subsidiaries, free and clear of all Liens, excluding any Taxes assessed against Purchaser and Liens securing the obligations of Purchaser. All Shares reserved for issuance shall beExcept as contemplated by this Agreement or as set forth above or in Section 3.2 of the Disclosure Schedule, when neither the Company nor any Subsidiary has any outstanding option, warrant, subscription, or other right, agreement, or commitment which (i) obligates the Company or any Subsidiary to issue, sell or transfer, repurchase, redeem, or otherwise acquire or vote any shares of the capital stock of the Company or any Subsidiary, (ii) restricts the transfer of shares of stock of the Company or any Subsidiary, or (iii) grants the right to participate in any equity appreciation of the Company or any Subsidiary. (b) When issued in accordance with the terms and conditions of this Agreement, the applicable instrument pursuant to which they are issuable, Company Shares will be duly authorized, validly issued, fully paid, and nonassessable. (b) All non- assessable, will not be issued in violation of any preemptive rights granted by the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid Company and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned will be free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for all Taxes or Liens. The issuance and delivery by the authorization and issuance Company to Purchaser at the Closing of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, certificates representing the Company or any Shares in the name of its Subsidiaries Purchaser will vest Purchaser on the Closing Date with good title to issue or sell to any Person any shares of capital stock or other securities all of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forShares, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards free and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest clear of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other PersonLiens. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 300,000,000 Company Shares, of which 66,666,268 Company Shares were issued and 25,000,000 shares outstand ing and 2,230,586 Company Shares were held in treasury as of Preferred Stock, par value $0.001 per share (the “Preferred Shares”). At the close of business on August 30December 31, 2019 1997; 2,000,000 shares of preferred stock, par value $50.00 per share (the “Capitalization Date”"Preferred Shares"), (i) 11,038,737 Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options shares were outstanding and (iii) no Preferred Shares were outstanding. At as of the close of business on December 31, 1997; and 50,000,000 shares of preference stock, par value $1.00 per share (the Capitalization Date"Preference Shares"), of which no Shares or Preferred Shares shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Planoutstanding as of December 31, 1997. All of the issued and outstanding Company Shares have been duly authorized and are validly issued, fully paid, paid and nonassessable. All Other than 2,000,000 Preference Shares, designated "Series A Junior Participating Preference Stock", reserved for issuance pursuant to the Rights Agreement, dated as of December 11, 1996, between the Company and State Street Bank and Trust Company, as Rights Agent (the "Rights Agreement"), Company Shares reserved for issuance shall be, when pursuant to the Stock Option Agreement and Company Shares reserved for issuance as set forth below or which may be issued in accordance with Section 6.1(a), the terms and conditions Company has no Company Shares, Preferred Shares or Preference Shares reserved for issuance. As of the applicable instrument December 31, 1997, there were not more than 6,650,000 Com pany Shares reserved for issuance pursuant to which they are issuablethe Company's 1986 Stock Option Plan, duly authorized1995 Stock Incentive Plan, validly issuedNon- Employee Director Stock Plan, fully paidIncentive Award Deferral Plan and 1996 Non-Employee Director Stock Plan (collectively, and nonassessable. (b) All the "Stock Plans"). Each of the outstanding shares of capital stock or other securities of each of the Company's Significant Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and owned by the Company or a direct or indirect wholly-owned Subsidiary of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned Company, free and clear of any Lien. (c) lien, pledge, security interest, claim or other encumbrance. Except (i) as set forth in this Section 3.2 above and (ii) except for the authorization Company Shares and issuance of the Series A Preferred Stock options to purchase Company Shares which may be issued in accordance with Section 5.196.1(a), there are no outstanding shares neither the Company nor any of capital stock of, its Subsidiaries has any obligation with respect to any preemptive or other equity or outstand ing rights (other interests in, the Company, and there are no preemptive or similar rightsthan stock appreciation rights in respect of not more than 40,000 Company Shares), options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, arrangements or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries commitments to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. As of The Company Shares issuable pursuant to the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of Stock Option Agreement have been duly reserved for issuance by the Company, no and upon any issuance of such Company Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of the Stock Option Agreement, such Company Equity Awards Shares will be duly and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, validly issued and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the fully paid and nonassessable. The Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities shareholders of the Company or on any of its Subsidiariesmatter. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 (x) 2,000,000,000 Shares and (y) 25,000,000 shares of Preferred Stockpreferred shares, par value $0.001 per share (the “Preferred Shares”). At As of the close of business on August 30March 20, 2019 2025 (the “Capitalization Date”), (i) 11,038,737 446,430,167 Shares were issued and outstanding (11,101,917 of which 318,750 Shares were subject to Unvested Company Restricted Stock AwardsStock), (ii) no Company Options 1,848,280 Shares were outstanding and held in the treasury of the Company, (iii) no Shares were held by any Subsidiary of the Company, (iv) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares issued or Preferred outstanding and (v) 21,034,248 Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan (of which 10,801,369 Shares were subject to outstanding Company Options and 1,518,390 Shares were subject to outstanding Company RSUs, each as granted under the Company Stock Plan). All of the issued and outstanding Shares have been duly authorized and validly issued and are validly issued, fully paidpaid and nonassessable (and free of preemptive rights, and nonassessablewere not issued in violation of any preemptive or other similar rights or applicable Law). All As of the Capitalization Date, 362,503 Shares are reserved for issuance shall be, when issued in accordance with under the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessableCompany ESPP. (b) All From the Capitalization Date to the execution of this Agreement, the Company has not issued any Shares, except pursuant to the exercise of Company Options, or the settlement of Company RSUs, in each case in accordance with their respective terms, and, since the Capitalization Date, except as expressly permitted by this Agreement for the period following the date of this Agreement, the Company has not granted any Company Options, Company Restricted Stock, or Company RSUs. (c) Except as set forth in Section 4.2(a), as of the date of this Agreement, there are no preemptive or outstanding (i) shares of capital stock of each or equity securities or obligations of the Company or its Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership convertible into or limited liability company are duly authorized and validly issued. All of the outstanding exchangeable for shares of capital stock or other equity or voting securities of each of the Company or its Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and or (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitmentsrights of first refusal, rights of first offer, “phantom” stock rights, equity-based compensation, contingent value rights, subscriptions, commitments or rights of any kind that obligate, or with the passage of time may obligate, obligate the Company or any of its Subsidiaries to issue issue, transfer or sell to any Person any shares of capital stock or other equity or voting securities of the Company or any of its Subsidiaries or any securities or obligations convertible into or exchangeable into or exercisable for, or giving any Person (other than the Company’s a right to subscribe for or acquire securities from the Company or any of a Subsidiary) a right to subscribe for its Subsidiaries any equity or acquire, any voting securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the The Company does not have outstanding any bonds, debentures, notes or other debt obligations that grant the holders of which have thereof the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities stockholders of the Company or on any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such awardmatter. Each outstanding Company Equity Award Option, Company Restricted Stock and Company RSU was granted in compliance accordance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Codeall other applicable Law. (gd) Section 3.2(g4.2(d) of the Company Disclosure Schedule Letter sets forth forth, as of the date of this Agreement: , a list identifying (i) each Subsidiary of the Company, ’s Subsidiaries and the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person the Company and its Subsidiaries in each such Subsidiary (if applicable), and (ii) any other Person in which the Company or any of its Subsidiaries holds capital stock, stock or other equity interest or (other ownership interest than securities held by any employee benefit plan of the Company or any of its Subsidiaries or any trustee, agent or other fiduciary in such capacity under any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents employee benefit plan). No Subsidiary of the Company or owns any Shares. To the extent applicable in the relevant jurisdiction and for the applicable entity type, each of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any outstanding shares of capital stock or other equity interests securities of each of the Company’s Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable (and were not issued in violation of applicable Law) and is owned by the Company or by a direct or indirect Subsidiary of the Company, free and clear of any lien, license, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”) (except for Permitted Liens and Liens arising under applicable securities Laws). (e) Section 4.2(e) of the Company Disclosure Letter accurately sets forth the following information with respect to all Company Options, Company Restricted Stock, or any Company RSUs outstanding as of its Subsidiaries5:00 p.m., Eastern Time, on the Capitalization Date: (i) the name of the holder of such Company Option, Company Restricted Stock, or Company RSU; (ii) the number of Shares subject to such Company Option, Company Restricted Stock, or Company RSU; (iii) if such award is a Company Option, the exercise price of such Company Option; (iv) the date on which such Company Option, Company Restricted Stock, or Company RSU was granted; (v) the date on which such Company Option, Company Restricted Stock, or Company RSU expires; and (vi) if such award is a Company RSU, the dates on which Shares are scheduled to be delivered, if different from the applicable vesting schedule. The exercise price of each outstanding Company Option is no less than the fair market value of a Share, as determined on the date of grant of such Company Option.

Capital Structure. (a) The authorized share capital stock of the Company Teva consists of 100,000,000 999,575,693 ordinary shares, 424,247 class “A” ordinary shares and 60 deferred shares, of which 277,108,725 Teva Ordinary Shares, including 199,231,374 Teva Ordinary Shares and 25,000,000 shares represented by 199,231,374 outstanding Teva ADSs, were outstanding as of Preferred Stock, par value $0.001 per share (the “Preferred Shares”). At the close of business on August 30October 29, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding2003. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock PlanOne Teva ADS represents one Teva Ordinary Share. All of the issued and outstanding Teva Ordinary Shares and Teva ADSs have been, and all Teva ADSs representing Teva Ordinary Shares which are to be issued pursuant to the Merger have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall will be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorizedthis Agreement, validly issued, fully paid, paid and nonassessable. (b) All nonassessable and are not subject to any preemptive or similar right. Each of the outstanding shares of capital stock stock, ownership interests, or other securities of each of the Teva’s Significant Subsidiaries that (including without limitation the shares of capital stock of Merger Sub) is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and is owned by Teva or a direct or indirect wholly-owned Subsidiary of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned Teva, free and clear of any Lien. lien, pledge, security interest, claim or other encumbrance. Except pursuant to Teva’s stock plans (c) Except (i) collectively, the “Teva Stock Plans”), as set forth in this on Section 3.2 and (ii5.2(b) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the CompanyTeva Disclosure Schedules, and except as otherwise set forth on Section 5.2(b) of the Teva Disclosure Schedules, there are no preemptive or similar other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangementsarrangements or commitments to issue or to sell any shares of capital stock, calls, commitments, ownership interests or rights other securities of any kind that obligate, or with the passage of time may obligate, the Company Teva or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company Teva or any of its Significant Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options so securities or other Company Equity Awards have been granted. (e) obligations evidencing such rights authorized, issued or outstanding. Except as set forth in this on Section 3.25.2(b) of the Teva Disclosure Schedules, the Company Teva does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its SubsidiariesVoting Debt. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 of: 50,000,000 Company Common Shares and 25,000,000 600,000 shares of Preferred Stock, $100 par value $0.001 per share (the “"Company Preferred Shares”"), of which 3,500 shares have been designated as "Series E Preferred Stock" ("Company Series E Preferred Shares") and 300 shares have been designated as "Series F Preferred Stock" ("Company Series F Preferred Shares"). At the close of business on August 30November 10, 2019 (the “Capitalization Date”), 1995: (i) 11,038,737 19,896,132 Company Common Shares were issued and outstanding (outstanding, all of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)validly issued, are fully paid and nonassessable and are free of preemptive rights; (ii) no 2826.2018 Company Options Series E Preferred Shares were outstanding issued and outstanding, all of which were validly issued, are fully paid and nonassessable and are free of preemptive rights; and (iii) no 200 Company Series F Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are outstanding, all of which were validly issued, are fully paidpaid and nonassessable and are free of preemptive rights. As of the date of this Agreement, except as provided in the Company's Certificate of Incorporation, except for stock options covering not in excess of 1,310,033 Company Common Shares (collectively, the "Company Stock Options"), and nonassessable. All Shares reserved except for issuance shall bethe Stock Option Agreement, when issued in accordance with the terms and conditions of the applicable instrument pursuant there are no options, warrants, calls, rights or agreements to which they are issuablethe 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, duly authorizeddeliver or sell, validly or cause to be issued, fully paiddelivered or sold, and nonassessable. (b) All of the outstanding additional shares of capital stock of the Company or any such Subsidiary or obligating the Company or any such Subsidiary to grant, extend or enter into any such option, warrant, call, right or agreement. Each outstanding share of capital stock of each Subsidiary of the Subsidiaries that Company is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests nonassessable and, except as disclosed in the Company SEC Documents or the Company Letter (as such terms are hereinafter defined), each such share is beneficially owned by the Company or another Subsidiary of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned Company, free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19all security interests, there are no outstanding shares of capital stock ofliens, or other equity or other interests inclaims, the Company, and there are no preemptive or similar rightspledges, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rightsrights of first refusal, agreements, arrangementslimitations on voting rights, calls, commitments, or rights charges and other encumbrances of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiariesnature whatsoever. As of the date of this Agreementits filing, there are no outstanding Contracts Exhibit 21 to the Company's Annual Report on Form 10-K for the transition period from July 1, 1994 to December 31, 1994, as filed with the SEC (the "Company Annual Report"), is a true, accurate and correct statement in all material respects of all of the Company or any of its Subsidiaries information required to repurchase, redeem or otherwise acquire any be set forth therein by the regulations of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its SubsidiariesSEC. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 10,000,000 shares of Preferred Company Common Stock, no par value $0.001 per share (the “Preferred Shares”)share. At the close of business on August 30July 31, 2019 (the “Capitalization Date”), 2006: (i) 11,038,737 Shares 3,586,075 shares of Company Common Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), outstanding; (ii) no an aggregate of 395,530 shares of Company Options Common Stock were reserved for issuance pursuant to the 1987 Incentive Stock Option Plan, the 1988 Employee Stock Purchase Plan and the Stock Grant Plan (such plans, as amended to date, are collectively referred to herein as the “Company Stock Plans”). The outstanding shares of Company Common Stock identified in clause (i) of the preceding sentence constitute all of the outstanding capital stock of the Company. All the outstanding shares of capital stock of, or other equity interests in, the Company have been validly issued and are fully paid and nonassessable. (iiib) no Preferred Shares were outstanding. At As of the close of business on July 31, 2006: (i) 107,111 shares of Company Common Stock were subject to issuance pursuant to outstanding options under the Capitalization Date1987 Incentive Stock Option Plan, and (ii) no Shares or Preferred Shares shares of Company Common Stock were reserved by subject to issuance pursuant to outstanding options under the Stock Grant Plan (collectively, the “Company for issuance other than 1,021,060 Shares reserved for Options”). All shares of Company Common Stock subject to issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issuedPlans, fully paid, and nonassessable. All Shares reserved for upon issuance shall be, when issued in accordance with upon the terms and subject to the conditions of set forth in the applicable instrument instruments pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are will be duly authorized, validly issued, fully paid and nonassessable. All equity interests in each Except as contemplated by this Agreement, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the Subsidiaries that is a partnership or limited liability company are duly authorized Merger. Except as contemplated by this Agreement and validly issued. All of except for the outstanding Company Common Stock, the shares of capital stock or other voting securities of each of reserved for issuance pursuant to the Subsidiaries are owned free Company Stock Plans and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.193.2, there are no outstanding shares of not, and at the Closing there will not be, any capital stock of, or other equity interests in the Company issued or outstanding (other interests in, than shares issued pursuant to the Company, and there are no preemptive Company Purchase Plan consistent with this Agreement) or similar rightsany subscriptions, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitmentsrights (including preemptive rights), convertible securities or rights other agreements or commitments of any kind that obligate, or with the passage of time may obligate, character obligating the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forissue, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquireexchange, any securities of the Company or any of its Subsidiaries. As of the date of this Agreementtransfer, there are no outstanding Contracts of the Company or any of its Subsidiaries to sell, repurchase, redeem or otherwise acquire any of the Shares its capital stock or other outstanding securities equity interests, or any agreements, arrangements or understandings obligating the Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, call, right or agreement granting any person any rights in the Company similar to capital stock or other equity interests. There are not, and at the Closing there will not be, any bonds, debentures, notes or other indebtedness of the Company or having the right to vote on any of its Subsidiaries. To the Knowledge matters on which shareholders of the Company, no Shares are held Company may vote or obligations by the Company to make any of its Subsidiaries. (d) Since the close of business payments based on the Capitalization Date through the date price or value of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Common Stock. Except as set forth in this Section 3.2, the Company does not have there are no outstanding any bondsor authorized stock appreciation, debenturesphantom stock, notes profit participation or other debt obligations similar rights with respect to the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its SubsidiariesCompany. (fc) Section 3.2(f) All outstanding shares of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, Common Stock and all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where Options have been issued and granted (as applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted ) in compliance with (A) all applicable Laws securities laws and the terms Company’s Organizational Documents, and conditions in compliance with any preemptive rights, rights of the Company Stock Plan first refusal or other rights and does not trigger liability for the holder thereof under Section 409A of the Code(B) all requirements set forth in applicable Contracts. (gd) Section 3.2(g) of Other than shares issued pursuant to the Company Disclosure Schedule sets forth as of Purchase Plan consistent with this Agreement, since July 31, 2006, and through the date of this Agreement: hereof, there has been no change in (ix) each Subsidiary the outstanding capital stock of the Company, (y) the percentage number of ownership interest heldCompany Options outstanding, directly or indirectly(z) the number of other options, by the Company in each such Subsidiary, the jurisdiction of incorporation warrants or formation of each such Subsidiary, and, other rights to the Knowledge of purchase the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any ’s capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (he) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the The Company is not a party to any agreement, arrangement or bound byunderstanding restricting the purchase or transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any securities of its Subsidiariesthe type referred to in Section 3.2(c) hereof.

Capital Structure. (a) The At the Effective Time, the authorized capital stock of the Company consists GW will consist of 100,000,000 Shares and 25,000,000 400,000,000 shares of Preferred common stock, $0.001 par value (the "GW Common Stock"), and 5,000,000 shares of preferred stock, par value $0.001 per share share, of GW ("GW Authorized Preferred Stock") (not including the “Preferred Shares”Merger Consideration). At Immediately prior to the close of business on August 30, 2019 (the “Capitalization Date”), Effective Time: (i) 11,038,737 Shares were 54,000,000 shares of GW Common Stock will be issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), outstanding; (ii) no Company Options were outstanding and (0) shares of GW Common Stock will be held by GW in its treasury; (iii) no Preferred Shares were outstanding. At the close (0) shares of business on the Capitalization Date, GW Common Stock will be held by subsidiaries of GW; (iv) no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares (0) shares of GW Common Stock will be reserved for issuance under pursuant to the Company Stock Plan. All stock-based plans identified in Section 4.3 of the issued GW Disclosure Schedule (such plans, collectively, the "GW Stock Plans"), of which approximately no (0) shares are subject to outstanding employee stock options or other rights to purchase or receive GW Common Stock granted under GW Stock Plans (collectively, "GW Employee Stock Options"); and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares (v) no (0) shares of GW Common Stock will be reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuableconvertible securities. Except as in this Agreement, duly authorizedat the Effective Time, validly issued, fully paid, and nonassessable. (b) All of the no outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities (voting or otherwise) of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forGW, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options securities of GW convertible into or exchangeable for shares of capital stock or securities (voting or otherwise) of GW, or (iii) options, warrants or other Company Equity Awards have been granted. rights to acquire from GW, directly or indirectly, or obligations of GW to issue, any capital stock or securities (e) Except as set forth in this Section 3.2voting or otherwise), the Company does not have outstanding or any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable exchangeable for equity securities having the right to vote) with the Stockholders on any matter capital stock or the right to subscribe for or acquire, any equity securities of the Company or any GW will be outstanding. All shares of its Subsidiaries. (f) Section 3.2(f) capital stock of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all GW outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable)hereof have been, and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than all shares thereof which may be issued pursuant to the Organizational Documents of the Company this Agreement or any of its Subsidiaries otherwise will be, when issued, duly authorized and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts validly issued and proxies) of any are fully paid and nonassessable. All shares of capital stock or other equity interests of GW outstanding as of the Company date hereof have been, and all shares which shall be issued as part of the Merger Consideration will be, when issued, fully paid and nonassessable and not subject to preemptive rights created by statute, GW’s Articles of Incorporation (the “GW’s Articles of Incorporation”) or any agreement to which GW is a party or by which GW may be bound. (b) GW has a sufficient number of its Subsidiariesduly authorized but unissued shares of GW Common Stock to issue the Merger Consideration.

Capital Structure. (a) The authorized capital stock of the Company Alive consists of 100,000,000 Shares 20,000,000 shares of Common Stock, par value $0.01 per share, and 25,000,000 10,000,000 shares of Preferred Stock, par value $0.001 0.01 per share (share, 902,886 of which are designated Series A Preferred Stock and 1,867,233 of which are designated Series B Preferred Stock. As of the “Preferred Shares”). At the close date of business on August 30this Agreement, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares there were issued and outstanding 2,322,752 shares of Alive Common Stock, 902,886 shares of Series A Preferred Stock (the "Alive Series A Preferred") and 1,867,233 shares of which 318,750 Shares were subject to Unvested Company Restricted Series ------------------------ B Preferred Stock Awards(the "Alive Series B Preferred" and together with the Alive ------------------------ Series A Preferred and Alive Common Stock, the "Alive Capital Stock"), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the The ------------------- issued and outstanding Shares have been duly authorized shares of Alive Capital Stock are held of record by the shareholders of Alive as set forth and are validly issued, fully paid, and nonassessableidentified in the shareholder list attached as Schedule 2.3(a) to the Alive Disclosure Schedule. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation Alive Capital Stock are duly authorized, validly issued, fully paid and nonassessablenon-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of Alive or any agreement to which Alive is a party or by which it is bound. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting Alive Capital Stock were issued in compliance with all applicable federal and state securities laws. Of the issued and outstanding shares of each Alive Capital Stock, 820,034 shares will be subject, as of the Subsidiaries are owned free and clear Effective Date (after giving effect to the Merger), to Alive's right of any Lienrepurchase at a weighted average repurchase price of $0.18 per share. (cb) October 31, 1999, Alive has not issued or granted additional options under the Alive Stock Option Plan. Alive is not in active discussion, formal or informal, with any person or entity regarding the issuance of any form of additional Alive equity that has not been issued or committed to prior to the date of this Agreement. Schedule 2.3(b) of the Alive Disclosure Schedule sets forth the number of outstanding Alive Options and all other rights to acquire shares of Alive Common Stock pursuant to the Alive Stock Option Plan and the applicable exercise prices. Except (i) for the rights created pursuant to this Agreement, (ii) for Alive's right to repurchase any unvested shares under the Alive Stock Option Plan, (iii) for such rights as to which waivers have been or will be obtained as set forth on Schedule 2.3(b) hereto, (iv) the acceleration provisions of the Alive Stock Option Plan and related option agreements, and (v) as set forth in this Section 3.2 2.3, there are no options, warrants, calls, rights, commitments, agreements or arrangements of any character to which Alive is a party or by which Alive is bound relating to the issued or unissued capital stock of Alive or obligating Alive to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Alive or obligating Alive to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Alive's capital stock (i) between or among Alive and any of its stockholders and (ii) to the knowledge of Alive, between or among any of Alive's stockholders, except for the authorization and issuance stockholders delivering Irrevocable Proxies (as defined below). The terms of the Series A Preferred Alive Stock Option Plan permit the assumption or substitution of options to purchase ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as provided in accordance with Section 5.19this Agreement, there are no outstanding shares without the consent or approval of capital stock ofthe holders of such securities, the Alive stockholders, or other equity otherwise. True and complete copies of all agreements and instruments relating to or other interests inissued under the Alive Stock Option Plan have been made available to ▇▇▇▇▇▇▇▇.▇▇▇ and such agreements and instruments have not been amended, the Companymodified or supplemented, and there are no preemptive agreements to amend, modify or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, supplement such agreements or rights of instruments in any kind that obligate, or with case from the passage of time may obligate, form made available to ▇▇▇▇▇▇▇▇.▇▇▇. Except as set forth on Schedule 2.3(b) to the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this AgreementAlive Disclosure Schedule, there are no outstanding Contracts of the Company agreements or any arrangements pursuant to which Alive is required to register shares of its Subsidiaries to repurchasecapital stock under the Securities Act of 1933, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiariesas amended. (dc) Since the close To Alive's knowledge, all applicable elections with respect to issued capital stock of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Alive under Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f83(b) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price Code have been duly made and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Codetimely filed. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The At the date hereof, the authorized capital stock of the Company Parent consists of 100,000,000 Shares and 25,000,000 shares of Preferred Parent Common Stock, and the authorized capital stock of Trust consists of 100,000,000 Trust Shares, 20,000,000 excess trust shares, par value $0.001 .01 per share (the “"Excess Trust Shares"), and 5,000,000 excess preferred shares, par value $.01 per share ("Excess Preferred Shares”"). At the close of business on August 30October 17, 2019 (the “Capitalization Date”)1997, (i) 11,038,737 51,302,015 shares of Parent Common Stock and 51,302,015 Trust Shares were issued and outstanding outstanding. As of October 17, 1997, 62,978,381 units of SLT Realty Limited Partnership ("SLT Units") and 63,232,722 units of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), SLC Operating Limited Partnership (ii"SLC Units") no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At As of October 17, 1997, the close of business on Trust beneficially owned 51,302,015 SLT Units and Parent and its subsidiaries beneficially owned 51,302,015 SLC Units and the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the remaining issued and outstanding Shares SLT Units and SLC Units were owned by the persons and in the quantities set forth in Section 2.2 of the Parent Letter. All the outstanding SLT Units and SLC Units have been duly authorized and are validly issued, fully paid, paid and nonassessable. All The capital stock of Sub consists of 100,000 shares of Common Stock, no par value, of which as of the date of this Agreement, 1,000 shares of Common Stock were issued and outstanding, of which, as of the date of the Agreement, 910 shares were owned directly by Parent and 90 shares were owned directly by Trust, and 10,000 shares of Preferred Stock, no par value, of which as of the date of this Agreement, no shares were issued and outstanding. Immediately prior to the Effective Time, the Trust will acquire an appropriate amount of Common Stock of the Sub. At the close of business on October 17, 1997, none of the Parent Companies had any shares or units reserved for issuance, except for Trust Shares and shares of Parent Common Stock reserved for issuance upon the exchange of the SLT Units and the SLC Units, respectively, and except that, as of October 17, 1997, there were 5,908,313 shares of Parent Common Stock and 5,908,313 Trust Shares reserved for issuance shall be, when issued in accordance with pursuant to the terms Incentive and conditions NonQualified Shares Option Plan (1986) of the applicable instrument pursuant to which they Trust, the Corporation Stock Non-Qualified Stock Option Plan (1986) of the Trust, the Stock Option Plan (1986) of the Corporation, the Trust Shares Option Plan (1986) of the Corporation, the 1995 Share Option Plan of the Trust, and the 1995 Share Option Plan of the Corporation (collectively, the "Parent Stock Plans"). Except as set forth above, at the close of business on October 17, 1997, no shares of capital stock or other voting securities of the Parent Companies were issued, reserved for issuance or outstanding. All the outstanding shares of Parent Common Stock and Trust Shares are issuable, duly authorized, validly issued, fully paid, paid and nonassessable. (b) nonassessable and free of preemptive rights. All of the outstanding shares of capital stock of each of Parent Common Stock and Trust Shares issuable in exchange for Company Common Stock at the Subsidiaries that is a corporation are Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and free of preemptive rights and will be paired with each other in the same ratio as all other shares of Parent Common Stock and Trust Shares are paired with each other, as such ratio may change from time to time. All equity interests in each As of the date of this Agreement, except as set forth in Section 2.2 of the letter dated the date hereof and delivered on the date hereof by the Parent Companies to the Company, which letter relates to this Agreement and is designated therein as the Parent Letter (the "Parent Letter"), and except for (a) this Agreement, (b) stock options issued pursuant to the Parent Stock Plans covering not in excess of 5,908,313 Trust Shares and 5,908,313 shares of Parent Common Stock (collectively, the "Parent Stock Options"), (c) 11,930,707 Trust Shares and 11,930,707 shares of Parent Common Stock issuable upon the exchange of SLT Units and SLC Units, respectively, (d) the Transaction Agreement dated as of September 8, 1997 (the "Westin Transaction Agreement"), among the Parent Companies, WHWE L.L.C., Woodstar Investor Partnership, Nomura Asset Capital Corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, W&S Hotel L.L.C., Westin Hotels & Resorts Worldwide, Inc., W&S Lauderdale Corp., W&S Seattle Corp., Westin St. ▇▇▇▇ Hotel Company, Inc., W&S Denver Corp., W&S Atlanta Corp., SLT Realty Limited Partnership and SLC Operating Limited Partnership, and (e) Paired Shares issuable pursuant to the Forward Purchase Contract dated as of October 13, 1997 (the "Forward Purchase Contract") with an affiliate of Union Bank of Switzerland, there are no options, warrants, calls, rights or agreements to which the Parent Companies or any of their Subsidiaries that is a partnership party or limited liability company are duly authorized and validly by which any of them is bound obligating the Parent Companies or any of their Subsidiaries to issue, deliver or sell, or cause to be issued. All of the outstanding , delivered or sold, additional shares of capital stock of the Parent Companies or other voting securities any of their Subsidiaries or obligating the Parent Companies or any of their Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Each outstanding share of capital stock of each Subsidiary of the Subsidiaries are Parent Companies that is a corporation is duly authorized, validly issued, fully paid and nonassessable and, except as disclosed in the Parent SEC Documents (as defined in Section 2.5) filed prior to the date of this Agreement, each such share is owned by the Parent Companies or another Subsidiary of the Parent Companies, free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19all security interests, there are no outstanding shares of capital stock ofliens, or other equity or other interests inclaims, the Companypledges, and there are no preemptive or similar rightsmortgages, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rightsrights of first refusal, agreements, arrangementslimitations on voting rights, callscharges and other encumbrances of any nature whatsoever (each, commitmentsa "Lien"). As of the date of this Agreement, none of the Parent Companies has outstanding any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or rights of exchangeable for, securities having the right to vote) on any kind that obligate, matters on which stockholders or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities shareholders of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesParent Companies may vote. As of the date of this Agreement, there are no outstanding Contracts contractual obligations of the Company Parent Companies or any of its their Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Shares or other outstanding securities of the Company Parent Companies or any of its their Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.22.2 of the Parent Letter, Exhibit 21 to the Company does not have outstanding any bondsAnnual Report on Form 10-K of the Parent Companies for the year ended December 31, debentures1996 (the "Parent Annual Report"), notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) as filed with the Stockholders on any matter or Securities and Exchange Commission (the right "SEC"), is a true, accurate and correct statement in all material respects of all the information required to subscribe for or acquire, any equity securities be set forth therein by the rules and regulations of the Company or any of its SubsidiariesSEC. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares, of which 28,762,983 Shares were outstanding as of the close of business on April 29, 1999, 250,000 shares of nonvoting common stock par value $0.01 per share, of the Company, of which no shares were outstanding as of the date hereof and 25,000,000 2,000,000 shares of Preferred Stock, par value $0.001 0.01 per share (the “Preferred Shares”). At the close of business on August 30, 2019 (the “Capitalization Date”"PREFERRED SHARES"), (i) 11,038,737 Shares were issued and outstanding (of the Company, of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options shares were outstanding and (iii) no Preferred Shares were outstanding. At as of the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plandate hereof. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, paid and nonassessable. All The Company has no Shares reserved for or subject to issuance, except that, as of April 29, 1999, there were 3,313,104 Shares reserved in the aggregate for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuablethe Company 1997 Stock Option Plan, duly authorizedthe Company 1993 Amended and Restated Stock Option Plan, validly issuedthe Company 1987 Amended and Restated Stock Option Plan, fully paidthe Company 1995 Non-Employee Director Stock Option Plan and the Company 1996 Non-Employee Director Stock Option Plan (collectively, and nonassessable. (b) All the "STOCK PLANS"). Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and owned by the Company or a direct or indirect wholly-owned Subsidiary of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned Company, free and clear of any Lien. (c) lien, pledge, security interest, claim or other encumbrance. Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19above, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, arrangements or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries commitments to issue or to sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options securities or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2obligations evidencing such rights are authorized, the issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders stockholders of the Company on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries("VOTING DEBT"). (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 25,000,000 500,000,000 shares of Preferred StockCompany Common Stock and 12,000,000 shares of preferred stock, $0.01 par value $0.001 per share (the “Company Preferred SharesStock”), of which 4,400,000 have been classified as Company Series A Preferred Stock and 4,000,000 have been classified as Company Series B Preferred Stock. At the close of business on August 30December 8, 2019 (the “Capitalization Date”)2015, (iw) 11,038,737 Shares 100,597,813 shares of Company Common Stock were issued and outstanding, (x) (A) 4,400,000 shares of Company Series A Preferred Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iiiB) no 4,000,000 shares of Company Series B Preferred Shares Stock were issued and outstanding. At the close , and (y) 50,106 shares of business on the Capitalization Date, no Shares or Preferred Shares Company Common Stock were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under pursuant to the terms of outstanding awards granted pursuant to the Company Stock PlanPlans. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paidshares of the capital stock of the Company are, and nonassessable. All Shares shares of capital stock reserved for issuance shall be, when issued in accordance with the respective terms and conditions of the applicable instrument outstanding awards granted pursuant to which they are issuablethe Company Stock Plans will be, duly authorized, validly issued, fully paidpaid and non-assessable, and nonassessableno class of capital stock of the Company is entitled to preemptive rights. 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 shares of Company Common Stock may vote. (b) All of the outstanding shares of capital stock of each of the Company Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock of (or other voting securities ownership interests in) each of the Company Subsidiaries that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance, will be validly issued, fully paid and nonassessable. Except as set forth in Section 4.3(b) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the Subsidiaries are owned Company Subsidiaries, free and clear of all Liens other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any Liencharacter relating to the outstanding capital stock or other securities of any Company Subsidiary or which would require any Company Subsidiary to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests. With respect to those Persons listed on Section 4.3(b) of the Company Disclosure Letter, the Company owns, directly or indirectly, the capital stock and other ownership interests of such Persons so owned by the Company or the Company Subsidiaries, free and clear of all Liens other than statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained. (c) Except (i) as set forth in this Section 3.2 and (ii4.3 or in Section 4.3(c) for the authorization and issuance of the Series A Preferred Stock in accordance with or Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities 4.3(d) of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forDisclosure Letter, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As as of the date of this Agreement, there are no outstanding Contracts securities, options, warrants, calls, rights (including profits interests, tracking stock, dividend equivalent rights, stock appreciation rights, phantom stock, preemptive rights), commitments, agreements, rights of first refusal, 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, obligating the Company or any Company Subsidiary to (i) issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of Company Common Stock, shares of Company Preferred Stock or other equity securities or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of the Company or any Company Subsidiaries, (ii) issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, right of its Subsidiaries to repurchasefirst refusal, redeem arrangement or undertaking, or (iii) redeem, repurchase or otherwise acquire any such shares of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest securities or other ownership interest of equity interests. Neither the Company or nor any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company Subsidiary is not a party to or bound by, by any Contracts agreements or understandings concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its the Company Subsidiaries. (d) Section 4.3(d) of the Company Disclosure Letter sets forth a true, complete and correct list of the Company Options and Company Restricted Stock, including: (i) the name of the Person to whom such Company Options or Company Restricted Stock has been granted; (ii) the number of shares subject to each Company Option and Company Restricted Stock; and (iii) the per share exercise price or purchase price for each Company Option. (e) Except as set forth in Section 4.3(e) of the Company Disclosure Letter, the Company is under no obligation, contingent or otherwise, by reason of any agreement, to register the offer and sale or resale of any of its securities under the Securities Act. (f) Notwithstanding anything to the contrary contained herein, the representations and warranties made in this Section 4.3 with respect to the Company Subsidiaries as it applies to the Company Joint Ventures with respect to equity interests held by Persons other than the Company or a Company Subsidiary shall be made to the knowledge of the Company.

Capital Structure. (ai) The authorized capital stock of the Company PageNet consists of 100,000,000 250,000,000 PageNet Shares, of which 103,960,240 PageNet Shares were issued and 25,000,000 shares outstanding and no PageNet Shares were held in treasury as of Preferred Stock, par value $0.001 per share (the “Preferred Shares”). At the close of business on August 30November 5, 2019 (the “Capitalization Date”)1999, (i) 11,038,737 Shares and 25,000,000 shares of preferred stock, of which no shares were issued and outstanding (as of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards), (ii) no Company Options were outstanding and (iii) no Preferred Shares were outstanding. At the close of business on the Capitalization DateNovember 5, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan1999. All of the issued and outstanding PageNet Shares have been duly authorized and are validly issued, fully paid, paid and nonassessable. All There are no PageNet Shares reserved for issuance shall bepursuant to the Shareholder Rights Agreement, when issued in accordance with dated as of September 8, 1994, between PageNet and The First National Bank of Boston, as Rights Agent, as amended (the terms "PageNet Rights Agreement"), and conditions PageNet Shares subject to issuance as set forth below, as of the applicable instrument date of this Agreement, and PageNet has no PageNet Shares or preferred stock reserved for, or subject to, issuance. As of November 5, 1999, there were 9,887,588 PageNet Shares that PageNet was obligated to issue pursuant to which they are issuablePageNet's stock plans, duly authorized, validly issued, fully paidat a weighted average exercise price of $9.2637 per PageNet Share, and nonassessable. each of such plans is listed in Section 5.1(b)(i) of the PageNet Disclosure Letter (b) All collectively, the "PageNet Stock Plans"). Each of the outstanding shares of capital stock or other securities of each of PageNet's "Significant Subsidiaries" (as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any Subsidiaries that that, if aggregated, would together constitute a Significant Subsidiary) is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each nonassessable and owned by PageNet or a direct or indirect wholly owned subsidiary of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned PageNet, free and clear of any Lien. (c) lien, pledge, security interest, claim or other encumbrance. Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance above, as of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares date of capital stock of, or other equity or other interests in, the Company, and this Agreement there are no preemptive or similar other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, arrangements or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries commitments to issue or to sell to any Person any shares of capital stock or other securities of the Company PageNet or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into into, or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company PageNet or any of its Significant Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. As of the date of this Agreementhereof, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company PageNet does not have outstanding any bonds, debentures, notes or other debt obligations obligations, the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders stockholders of PageNet on any matter matter. No PageNet Shares are held by a Subsidiary of PageNet. (ii) The authorized capital stock of Arch consists of 65,000,000 shares of Arch Common Stock, of which 45,837,186 shares of Arch Common Stock were issued and outstanding and no shares of Arch Common Stock were held in treasury as of the close of business on November 5, 1999, 10,000,000 shares of Class B common stock, par value $0.01 per share, of Arch (the "Arch Class B Common Stock") of which 5,360,261 shares of Arch Class B Common Stock were issued and outstanding as of the close of business on November 5, 1999, and 10,000,000 shares of preferred stock, of which (x) 250,000 were designated Series C Convertible Preferred Stock, par value $0.01 per share (each a "Arch Series C Preferred Share"), of which 250,000 shares were issued and outstanding as of the close of business on November 5, 1999, and (y) 300,000 shares of which were designated Series B Junior Participating Preferred Stock, par value $0.01 per share (each a "Arch Series B Preferred Share," collectively the "Arch Series B Preferred Shares"), none of which were outstanding as of the close of business on November 5, 1999 (the Arch Series B Preferred Shares together with the Arch Series C Preferred Shares, the "Arch Preferred Shares"). All of the outstanding shares of Arch Common Stock, Arch Class B Common Stock and Arch Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than 300,000 Arch Series B Preferred Shares reserved for issuance pursuant to the Rights Agreement, dated as of October 13, 1995, between Arch and The Bank of New York, as Rights Agent, as amended (the "Arch Rights Agreement"), and Arch Common Stock subject to issuance as set forth below, and Arch Preferred Shares, Arch has not authorized, issued, or reserved for issuance any common stock, preferred stock, or other shares of capital stock as of the date of this Agreement. As of November 5, 1999, there were 1,834,253 shares of Arch Common Stock that Arch was obligated to issue pursuant to Arch' stock plans, at a weighted average exercise price of $10.18 per share of Arch Common Stock, each of such plans is listed in Section 5.1(b)(ii) of the Arch Disclosure Letter (collectively the "Arch Stock Plans"), and 5,902,702 shares of Arch Common Stock that Arch was obligated to issue pursuant to outstanding warrants having an expiration date of September 1, 2001 and an effective exercise price of $9.03 per Share of Arch Common Stock. As of the date hereof, each outstanding Arch Series C Preferred Share is convertible into 6.7444 shares of Arch Common Stock. Each of the outstanding shares of capital stock or other securities of each of Arch' Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by Arch or a direct or indirect wholly owned Subsidiary of Arch, free and clear of any lien, pledge, security interest, claim, or other encumbrance. Except as set forth above and except pursuant to the Arch Series B Preferred Shares or the Arch Series C Preferred Shares, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of Arch or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into, or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company Arch or any of its Significant Subsidiaries. , and no securities or obligations evidencing such rights are authorized, issued or outstanding. Arch does not have outstanding any bonds, debentures, notes or other debt obligations, the holders of which have the right to vote (for convertible into or exercisable for securities having the right to vote) Section 3.2(f) with the stockholders of Arch on any matter. No shares of Arch Common Stock or Arch Preferred Shares are held by a Subsidiary of Arch. The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the Company Disclosure Schedule sets forthissued and outstanding capital stock of Merger Sub is, as of and at the close of business on the Capitalization DateEffective Time will be, all outstanding Company Equity Awardsowned by Arch, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: there are (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any no other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests voting securities of Merger Sub, (ii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or other voting securities of Merger Sub and (iii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or other voting securities of Merger Sub. Merger Sub has not conducted any business prior to the Company date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any of nature other than those incident to its Subsidiariesformation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 50,000,000 Shares and 25,000,000 (ii) 10,000,000 shares of Preferred Stock, Stock $.01 par value $0.001 per share (the “"Preferred Shares”Stock"). At the close of business on August 30March 8, 2019 (the “Capitalization Date”), 1996: (i) 11,038,737 27,910,918 Shares were issued and outstanding (of which 318,750 outstanding, 1,449,793 Shares were subject reserved for issuance pursuant to Unvested outstanding options or warrants to purchase Shares which have been granted to directors, officers or employees of the Company Restricted or others ("Company Stock AwardsOptions"), ; and (ii) no Company Options shares of Preferred Stock were outstanding issued and (iii) no Preferred Shares were outstanding. At Except as set forth above, at the close of business on the Capitalization DateMarch 8, 1996, no Shares shares of capital stock or Preferred Shares were reserved by other equity securities of the Company for issuance other than 1,021,060 Shares were issued, reserved for issuance under the Company Stock Planor outstanding. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are Company are, and all shares which may be issued pursuant to the Life Partners Group, Inc. 1992 Incentive and Nonstatutory Stock Option Plan, as amended to the date hereof (the "Company Stock Option Plan"), or any outstanding Company Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. All equity interests in each of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.22.2 of the Disclosure Schedule, the Company does not have outstanding any no bonds, debentures, notes or other debt obligations indebtedness of the holders Company or any Significant Subsidiary of which have the Company having the right to vote (or other securities convertible into into, or exercisable for equity exchangeable for, securities having the right to vote) with the Stockholders on any matter or matters on which the right to subscribe for or acquire, any equity securities stockholders of the Company or any of its Subsidiaries. (f) Section 3.2(f) Significant Subsidiary of the Company Disclosure Schedule sets forth, may vote are issued or outstanding. Except as disclosed in Section 2.2 of the close of business on the Capitalization DateDisclosure Schedule, all the outstanding Company Equity Awards, including the number shares of Shares covered by or subject to the award, the holder, date capital stock of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions each Significant Subsidiary of the Company Stock Plan have been validly issued and does not trigger liability for are fully paid and nonassessable and are owned by the holder thereof under Section 409A of the Code. (g) Section 3.2(g) Company, by one or more subsidiaries of the Company Disclosure Schedule sets 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 as above or in Section 2.2 of the date Disclosure Schedule, neither the Company nor any Significant Subsidiary of this Agreement: the Company has any outstanding option, warrant, subscription or other right, agreement or commitment which either (i) each obligates the Company or any Significant Subsidiary of the CompanyCompany to issue, the percentage of ownership interest heldsell or transfer, directly repurchase, redeem or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation otherwise acquire or formation of each such Subsidiary, and, to the Knowledge vote any shares of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest stock of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents Significant Subsidiary of the Company or any (ii) restricts the transfer of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its SubsidiariesShares.

Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 100,000,000 (i) 14,400,000 Company Shares and 25,000,000 (ii) 600,000 shares of Company Preferred Stock, par value $0.001 per share (the “Preferred Shares”). At the close of business on August 30, 2019 (the “Capitalization Date”), (i) 11,038,737 Shares were issued and outstanding (of which 318,750 Shares were subject to Unvested (A) 150,000 shares have been designated Company Restricted Junior Preferred Stock Awards), (ii) no Company Options were outstanding and (iiiB) no 150,000 shares have been designated Company Senior Preferred Shares were outstandingStock. At the close of business on the Capitalization date hereof and on the Closing Date, no Shares or Preferred (i) 9,981,590 Company Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are outstanding, all of which were validly issued, fully paid, nonassessable and nonassessable. All free of preemptive rights, (ii) 1,196,250 Company Shares were held in the treasury of the Company, (iii) 1,000,000 Company Shares were reserved for issuance shall be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to outstanding options (the “ Company Stock Options ”) to purchase Company Shares pursuant to the Environmental Quality Management, Inc. Stock Option Plan (the “ Company Stock Option Plan ”), (iv) 150,000 shares of Company Senior Preferred Stock were issued and outstanding, all of which they are issuable, duly authorized, were validly issued, fully paid, nonassessable and nonassessable. free of preemptive rights, and (bv) All of the outstanding 119,180.7 shares of capital stock Company Junior Preferred Stock were issued and outstanding, all of each of the Subsidiaries that is a corporation are duly authorized, which were validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights. All equity interests in each The Company Stock Option Plan is the only benefit plan of the Company or its Subsidiaries that is a partnership under which any securities of the Company or limited liability company any of its Subsidiaries are issuable. Each Company Share which may be issued pursuant to the Company Stock Option Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid, nonassessable and free of preemptive rights. All Except as set forth above and except for the issuance of Company Shares upon the exercise of Company Stock Options outstanding in accordance with the terms thereof, no shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company are issued, reserved for issuance or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiariesoutstanding. As of the date of this Agreement, except for (i) this Agreement and (ii) as set forth above, there are no outstanding options, warrants, calls, rights, puts or Contracts to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, redeem or otherwise acquire, or cause to be issued, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other voting securities or equity equivalents) of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of obligating the Company to grant, extend or enter into any such option, warrant, call, right, put or Contract. As of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its Subsidiaries. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have any outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders stockholders of the Company on any matter or the right matter. There are no Contracts to subscribe for or acquire, any equity securities of which the Company or any of its Subsidiariesrespective officers or directors is a party concerning the voting of any capital stock of the Company. (fb) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, There are no registration rights and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest class of the Company Company. There is no stockholder rights plan that will be applicable or any of its Subsidiaries in any other Person, together with triggered by the jurisdiction of incorporation entry into this Agreement or formation of each such other Person. (h) Other than pursuant to the Organizational Documents consummation of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiariestransactions contemplated hereunder.

Capital Structure. (a) The authorized capital stock of the Company consists of 100,000,000 Shares as of the date hereof, and 25,000,000 will consist of as of the Effective Time, 50,000,000 shares of Preferred StockCompany Common Stock and 1,000,000 shares of preferred stock, $.01 par value $0.001 per share (the “"Company Preferred Shares”Stock"), of which 50,000 shares are designated Series A Junior Participating Preferred Stock ("Junior Preferred Stock"). At The rights, privileges and preferences of the Company Common Stock and Company Preferred Stock are as stated in the Company's Restated Articles of Incorporation. As of the close of business on August 30July 6, 2019 (the “Capitalization Date”)2001, (i) 11,038,737 Shares 14,859,642 shares of the Company Common Stock and no shares of the Company Preferred Stock were issued and outstanding (of which 318,750 Shares were subject to Unvested Company Restricted Stock Awards)outstanding, (ii) no 14,380,681 shares of Company Options Common Stock were outstanding and held by the Company in its treasury, (iii) no Preferred Shares 2,399,966 shares of Company Common Stock were outstanding. At the close of business on the Capitalization Date, no Shares or Preferred Shares were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under upon exercise of currently outstanding Stock Options (as defined in Section 5.5), and (iv) 50,000 shares of Junior Preferred Stock were reserved for issuance upon exercise of preferred share purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of October 17, 1997, as amended, between the Company Stock Planand The Chase Manhattan Bank, as Rights Agent (the "Rights Agreement"). All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paidshares of Company Common Stock are, and nonassessable. All Shares reserved for issuance shall all shares which may be issued upon the exercise of Stock Options will be, when issued in accordance with the terms and conditions of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive rights. All equity interests Except as set forth in each Section 3.1(c) of the Subsidiaries that is a partnership or limited liability company are duly authorized Company Disclosure Schedule and validly issued. All to the knowledge of the outstanding Company, as of the date hereof, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of the Company. There are no bonds, debentures, notes or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and (ii) for the authorization and issuance of the Series A Preferred Stock in accordance with Section 5.19, there are no outstanding shares of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person any shares of capital stock or other securities indebtedness of the Company or any of its Subsidiaries subsidiaries having the right to vote (or any securities or obligations convertible into or exchangeable into or exercisable for, or giving any Person (for other than securities having the Company’s right to subscribe for or acquire securities of a Subsidiaryvote) a right to subscribe for or acquire, on any securities matters on which the stockholders of the Company or any of its Subsidiariesmay vote. As Except as set forth above, as of the date of this Agreement, there are no outstanding Contracts 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 or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of the Shares capital stock (or other outstanding securities options to acquire any such shares) of the Company or any of its Subsidiariessubsidiaries. To the Knowledge There are no agreements, arrangements or commitments of the Company, no Shares are held by any of its Subsidiaries. character (dcontingent or otherwise) Since the close of business pursuant to which any person is or may be entitled to receive any payment based on the Capitalization Date through the date of this Agreementrevenues, (i) no Shares have been issued, except pursuant to the exercise earnings or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities financial performance of the Company or any of its Subsidiaries. subsidiaries or assets or calculated in accordance therewith (f) Section 3.2(f) other than ordinary course payments or commissions to sales representatives of the Company Disclosure Schedule sets forth, based upon revenues generated by them without augmentation as a result of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by transactions contemplated hereby) or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of cause the Company or any of its Subsidiaries in any other Personsubsidiaries to file a registration statement under the Securities Act of 1933, together with as amended (the jurisdiction of incorporation "Securities Act"), or formation of each such other Person. (h) Other than pursuant which otherwise relate to the Organizational Documents registration of any securities of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its SubsidiariesCompany.

Capital Structure. (a) The authorized capital stock of the Company Buyer consists of 100,000,000 Shares and 25,000,000 250,000,000 shares of Preferred StockCommon Stock and 50,000,000 shares of preferred stock, par value $0.001 .01 per share (the “"Preferred Shares”Stock"), of which 1,000,000 shares have been designated Series Preferred Stock ("Series A Junior Participating Preferred Stock"). At the close of business on August 30January 15, 2019 (the “Capitalization Date”)2001, (i) 11,038,737 Shares 39,217,199 shares of Common Stock were issued and outstanding (outstanding, all of which 318,750 Shares were subject to Unvested Company Restricted validly issued, fully paid and nonassessable and free of preemptive rights and no shares of Series A Junior Participating Preferred Stock Awards)were issued and outstanding, (ii) no Company Options shares of Common Stock were outstanding held in the treasury of Buyer or by the subsidiaries of Buyer and (iii) 5,000,000 shares of Common Stock were reserved for future issuance pursuant to stock option or stock purchase plans. Except as disclosed in the Buyer SEC Documents (as defined in Section 7.4), there are no outstanding contractual obligations of Buyer or any of its subsidiaries (w) restricting the transfer of, (x) affecting the voting rights of, (y) requiring the registration for sale of or (z) granting any preemptive or antidilutive rights with respect to, any shares of Common Stock or Preferred Shares were outstandingStock. (b) The authorized stock of Buyer Sub consists of 9,000 shares of common stock, par value $.01 per share ("Buyer Sub Common Stock"). At the close of business on the Capitalization DateJanuary 22, no Shares or Preferred Shares 2001, (i) 100 shares of Buyer Sub Common Stock were reserved by the Company for issuance other than 1,021,060 Shares reserved for issuance under the Company Stock Plan. All of the issued and outstanding Shares have been duly authorized and are validly issuedoutstanding, fully paid, and nonassessable. All Shares reserved for issuance shall be, when issued in accordance with the terms and conditions all of the applicable instrument pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. (b) All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, were validly issued, fully paid and nonassessable. All equity interests in each nonassessable and free of the Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the Subsidiaries are owned free and clear of any Lien. (c) Except (i) as set forth in this Section 3.2 and preemptive rights, (ii) no shares of Buyer Sub Common Stock were held in the treasury of Buyer Sub or by the subsidiaries of Buyer Sub and (iii) no shares of Buyer Sub Common Stock were reserved for the authorization and future issuance of the Series A Preferred Stock in accordance with Section 5.19, there pursuant to stock option or stock purchase plans. There are no outstanding shares contractual obliga- tions of capital stock of, or other equity or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind that obligate, or with the passage of time may obligate, the Company Buyer Sub or any of its Subsidiaries to issue subsidiaries (w) restricting the transfer of, (x) affecting the voting rights of, (y) requiring the registration for sale of or sell to (z) granting any Person preemptive or antidilutive rights with respect to, any shares of capital stock Common Stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding Contracts of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. To the Knowledge of the Company, no Shares are held by any of its SubsidiariesPreferred Stock. (d) Since the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards and the Company Stock Plan or the issuance of the Series A Preferred Stock in accordance with Section 5.19, and (ii) no Company Options or other Company Equity Awards have been granted. (e) Except as set forth in this Section 3.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter or the right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, as of the close of business on the Capitalization Date, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award, the holder, date of grant, vesting schedule and, where applicable, the exercise price and term of such award. Each outstanding Company Equity Award was granted in compliance with applicable Laws and the terms and conditions of the Company Stock Plan and does not trigger liability for the holder thereof under Section 409A of the Code. (g) Section 3.2(g) of the Company Disclosure Schedule sets forth as of the date of this Agreement: (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary (if applicable), and (ii) any capital stock, equity interest or other ownership interest of the Company or any of its Subsidiaries in any other Person, together with the jurisdiction of incorporation or formation of each such other Person. (h) Other than pursuant to the Organizational Documents of the Company or any of its Subsidiaries and the Support Agreement, the Company is not a party to or bound by, any Contracts concerning the voting (including voting trusts and proxies) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries.