Common use of Capital Structure Clause in Contracts

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the authorized capital stock of Oryx consisted of (A) 250,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted CEI consists of (A) 250,000,000 500,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx CEI Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 and 6,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights CEI (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights AgreementCEI Authorized Preferred Stock"), and (C) 15,000,000 shares of Preferred Stockwhich, par value $1.00 per share, none as of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there no shares have been no issuances designated to constitute a particular series. At the close of business on October 11, 1999, (i) 217,991,256 shares of CEI Common Stock were issued and outstanding (excluding all shares of CEI Common Stock held by CECONY), (ii) 323,738 shares of CEI Common Stock were held by CEI in its treasury and (iii) 17,173,100 shares of CEI Common Stock were held by CECONY. During the period from October 12, 1999 through the date of this Agreement, CEI has not issued any shares of CEI Common Stock or placed any shares of CEI Common Stock in its treasury (except, in each case, as required by CEI Stock Plans (as defined below)). As of the date of this Agreement, (i) no shares of CEI Common Stock were reserved for issuance pursuant to the CEI Dividend Reinvestment and Cash Payment Plan, the CEI Discount Stock Purchase Plan, CEI's 1996 Stock Option Plan and the CEI Restricted Stock Plan for Directors (the "CEI Stock Plans"), (ii) no shares of CEI Authorized Preferred Stock had been designated or issued or were held in CEI's treasury, (iii) other than pursuant to the CEI Stock Plans, no securities of CEI convertible into or exchangeable or exercisable for shares of capital stock of Oryx or any other securities of Oryx CEI were outstanding, (iv) other than issuances of shares (and accompanying Oryx Rights) pursuant to the CEI Stock Plans, no warrants, calls, options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire from CEI or any CEI Subsidiary, and no obligation of CEI or any CEI Subsidiary to issue, any shares of capital stockstock of CEI were outstanding, directly and (v) no bonds, debentures, notes or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate indebtedness of CEI or any CEI Subsidiary having the right to purchase no more than 2,659,709 vote on matters presented to shareholders of CEI or such CEI Subsidiary (collectively, or convertible into securities of CEI or any CEI Subsidiary having the right to vote on matters presented to shareholders of CEI or such CEI Subsidiary) ("Oryx Stock OptionsCEI Voting Debt") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentureswere outstanding. Section 3.2(b3.02(c) of the Oryx CEI Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Datedate of this Agreement, of the number of shares of Oryx CEI Common Stock subject to Oryx employee stock options to purchase or receive CEI Common Stock Options or and the exercise prices thereof and a list of shares reserved for issuance relating to other rights to purchase or receive Oryx CEI Common Stock granted under the Oryx Benefit CEI Stock Plans or otherwise(collectively with such employee stock options, the dates of grant and "CEI Stock Options"). All the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders outstanding shares of capital stock may vote of, or other equity interests in, CEI and each of the CEI Subsidiaries have been validly issued and are fully paid and nonassessable and ("Oryx Voting Debt"except for any series of preferred stock of any CEI Subsidiary held by public shareholders) are issued all the outstanding shares of capital stock of, or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b)other equity interests in, each of the CEI Subsidiaries are, as of the date of this Agreement, owned directly or indirectly by CEI, free and clear of all Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests) and there are no securitiesoutstanding subscriptions, options, calls, contracts, voting trusts, proxies or other commitments, understandings, restrictions, arrangements, rights or warrants, callsincluding any right of conversion or exchange under any outstanding security, rightsinstrument or other agreement, commitments, agreements, arrangements or undertakings of obligating any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, such CEI Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries it to issue, grant, extend or enter into any such security, option, warrant, call, right, agreement or commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8September 30, 1998 (the "Oryx Measurement Date")1999, the authorized capital stock of Oryx MCI WorldCom consisted of (A) 250,000,000 5,000,000,000 shares of Oryx MCI WorldCom Common Stock, Stock of which 106,233,579 1,880,219,054 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") outstanding and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 50,000,000 shares of Cumulative Preference Preferred Stock, par value $1.00 0.01 per share, none of which were outstanding and 120,000 (1) 94,992 shares have been designated as Series A 8% Cumulative Convertible Preferred Stock, of which no shares were outstanding, (2) 15,000,000 shares have been designated Series A B Convertible Preferred Stock ("MCI WorldCom Series B Preferred Stock"), of which 11,190,244 shares were outstanding, (3) 3,750,000 shares have been designated Series C $2.25 Cumulative Convertible Exchangeable Preferred Stock ("MCI WorldCom Series C Preferred Stock"), of which no shares were outstanding, and (4) 5,000,000 shares have been designated Series 3 Junior Cumulative Preference Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "Oryx MCI WorldCom Rights") distributed to the holders of Oryx MCI WorldCom Common Stock pursuant to the Rights Agreement dated as of September 11August 25, 19901996, as amended, between Oryx MCI WorldCom and Chase Manhattan The Bank (as successor by merger to Manufacturers Hanover Trust Company)of New York, as Rights Agent, as amended rights agent (the "Oryx MCI WorldCom Rights Agreement"). As of September 30, and (C) 15,000,000 1999, 4,510,211 shares of Preferred Stock, par value $1.00 per share, none of which MCI WorldCom Common Stock were outstanding, designated or reserved for issuanceheld by MCI WorldCom in its treasury. Since the Oryx Measurement Date September 30, 1999 to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx MCI WorldCom or any other securities of Oryx MCI WorldCom other than issuances of shares (and accompanying Oryx MCI WorldCom Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date September 30, 1999 under the Benefit Plans of Oryx. MCI WorldCom or pursuant to MCI WorldCom's acquisition of SkyTel Communications, Inc. All issued and outstanding shares of the capital stock of Oryx MCI WorldCom are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date September 30, 1999 no options, warrants or other rights to acquire capital stock, directly or indirectly, stock from Oryx MCI WorldCom other than (x) the Oryx Rights, (y) options representing in the aggregate the right pursuant to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under OryxMCI WorldCom's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, pending acquisitions as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx such date. MCI WorldCom's Benefit Plans or otherwise, the dates of grant and the exercise prices thereofMCI WorldCom's convertible preferred stock. No options or warrants or other rights to acquire capital stock from Oryx MCI WorldCom have been issued or granted since September 30, 1999 to the Oryx Measurement Date date of this Agreement other than pursuant to MCI WorldCom's acquisition of SkyTel Communications, Inc. or pursuant to MCI WorldCom's Benefit Plans. The shares of MCI WorldCom Capital Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, and no Person will have any preemptive right, subscription right or other purchase right in respect thereof other than pursuant to agreements with Sprint or any of its Subsidiaries as in effect on the date hereof. (ii) As of the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No no bonds, debentures, notes or other indebtedness of Oryx MCI WorldCom having the right to vote on any matters on which holders of capital stock shareholders may vote ("Oryx MCI WorldCom Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx MCI WorldCom or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx MCI WorldCom or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx MCI WorldCom or any of its Subsidiaries or obligating Oryx MCI WorldCom or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx MCI WorldCom or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx MCI WorldCom or any of its Subsidiaries. (iv) No actionExhibit 21 to MCI WorldCom's Annual Report on Form 10-K for the fiscal year ended December 31, consent 1998 (the "MCI WorldCom 1998 10-K"), sets forth each Significant Subsidiary of MCI WorldCom as of the date hereof. As of the date hereof, all the outstanding shares of capital stock of, or approval other equity interests in, each Significant Subsidiary of MCI WorldCom have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by MCI WorldCom, free and clear of all Liens and free of any holder restriction on the right to vote, sell or otherwise dispose of Oryx Stock Options such capital stock or Oryx Debentures is required other ownership interests. Except for the capital stock or other ownership interests of its Subsidiaries, as of the date hereof, MCI WorldCom does not beneficially own directly or indirectly any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in connection with the actions described in Sections 1.10(a) and 5.13any Person which constitutes a Material Investment.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Parent consists of 400,000,000 shares of common stock, par value $0.01 per share (the “Parent Common Stock”), and 5,000,000 shares of preferred stock, par value $0.01 per share. At the close of business on December 13, 2021 (the “Parent Capitalization Date”), (i) 135,478,190 shares of Parent Common Stock were issued and outstanding, (ii) 1,827,856 shares of Parent Common Stock were issued and outstanding or reserved and available for issuance pursuant to the Parent Stock Plans, of which (A) 250,000,000 657,467 shares were reserved and available for issuance upon exercise of outstanding options, (B) 897,433 shares were reserved and available for issuance upon the vesting or settlement of time-based restricted stock unit awards (assuming achievement of the maximum level of performance under such awards), and (C) 272,956 shares were reserved and available for issuance upon the vesting or settlement of performance-based restricted stock unit awards (assuming achievement of the maximum level of performance under such awards), (iii) 43,841 shares were reserved and available for issuance subject to outstanding purchase rights pursuant to the Entegris Amended and Restated Employee Stock Purchase Plan, (iv) no shares of Oryx Parent preferred stock were issued and outstanding and (v) 202,400 shares of Parent Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares Stock were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 Parent. (the "Oryx Debentures"b) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (Except as defined below), (Bset forth in Section 4.03(a) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct listabove, as of the Oryx Measurement Parent Capitalization Date, of the number of there were (i) no outstanding shares of Oryx Common Stock subject to Oryx Stock Options capital stock of, or other rights to purchase equity or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwisevoting interests in, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this AgreementParent, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes no outstanding securities of Parent convertible into or other indebtedness of Oryx having the right to vote on any matters on which holders exchangeable for shares of capital stock may vote ("Oryx Voting Debt") are issued of, or outstanding. other equity or voting interests in, Parent, (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, outstanding options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind other commitments or agreements to which Oryx acquire from Parent or any Subsidiary of its Subsidiaries is a party Parent, or by which any of them is bound obligating Oryx that obligate Parent or any Subsidiary of its Subsidiaries, directly or indirectly, Parent to issue, deliver sell or selltransfer, any capital stock of, or cause to be issuedother equity or voting interests in, delivered or sold, any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting securities interests in, Parent, (iv) no obligations of Oryx or any of its Subsidiaries or obligating Oryx Parent or any of its Subsidiaries to issue, grant, extend or enter into any such security, optionsubscription, warrant, call, right, commitmentconvertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, agreementor other equity or voting interests in, arrangement Parent and (v) no other obligations by Parent or undertaking. As any of its Subsidiaries to make any payments based on the price or value of any of the date of this Agreementforegoing or dividends paid thereon (the items in clauses (i), there (ii), (iii), (iv) and (v) being referred to collectively as “Parent Securities”). There are no outstanding obligations agreements of Oryx any kind that (A) obligate Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities (except pursuant to the acquisition by Parent of shares of Parent Common Stock in settlement of the exercise price of stock options, or for purposes of satisfying Tax withholding obligations with respect to holders of stock options, restricted stock awards or restricted stock unit awards), (B) provide any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Parent Securities, (C) constitutes a stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or (D) obligate Parent or any Subsidiary of Parent to grant, extend or enter into any such agreements relating to any Parent Securities. Neither Parent nor any of its Subsidiaries is a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Parent Securities or any other agreement relating to the disposition, voting or dividends with respect to any Parent Securities. All outstanding shares of Parent Common Stock and all outstanding shares of capital stock of Oryx or each of Parent’s Subsidiaries have been duly authorized and validly issued and are fully paid, nonassessable and free and clear of all Liens other than Permitted Liens. Since the Capitalization Date through the date hereof, neither Parent nor any of its SubsidiariesSubsidiaries has (A) issued any Parent Securities or incurred any obligation to make any payments based on the price or value of Parent Securities or dividends paid thereon, other than pursuant to Parent equity awards that were outstanding as of the Capitalization Date as set forth in Section 4.03(a) or (B) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Parent Securities. (ivc) No actionThe shares of Parent Common Stock to be issued as part of the Merger Consideration, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required when issued and delivered in connection accordance with the actions described in Sections 1.10(a) terms of this Agreement, will have been duly authorized and 5.13validly issued, fully paid and nonassessable and free of all Liens other than Permitted Liens.

Capital Structure. (a) The authorized shares of capital stock of Seller consist of 150,000,000 shares of common stock, $0.01 par value per share, of which 37,929,477 shares are issued and outstanding as of June 30, 1999 (the "Seller Common Shares"), and 10,000,000 shares of preferred stock, $0.01 par value per share, of which 250,000 are issued and outstanding as of the date hereof and are designated as Class A Cumulative Convertible Preferred Stock (the "Seller Preferred Shares"). Since June 30, 1999, no Seller Common Shares have been issued. As of the date hereof, (i) As 2,400,000 Seller Common Shares have been reserved for issuance under the 1994 Stock Incentive Plan of October 8, 1998 Seller (the "Oryx Measurement DateSeller 1994 Incentive Plan"), under which options in respect of 1,690,640 Seller Common Shares have been granted and are outstanding as of the authorized capital stock date hereof, (ii) 150,900 Seller Common Shares have been reserved for issuance under the 1994 Directors Plan of Oryx consisted Seller (the "Seller Director Plan"), under which options in respect of 30,000 Seller Common Shares have been granted and are outstanding on the date hereof, (Aiii) 250,000,000 shares 15,900 Seller Common Shares have been reserved for issuance under the 1997 Supplemental Stock Option Plan of Oryx Seller (the "Seller 1997 Supplemental Plan"), under which options in respect of 9,300 Seller Common StockShares have been granted and are outstanding on the date hereof, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were (iv) 2,072,250 Seller Common Shares are reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15Seller Common OP Units, 2014 (the "Oryx Debentures"v) and 7,135,302 shares were 1,699,605 Seller Common Shares are reserved for issuance upon the exercise conversion of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Seller Preferred Shares, and (vi) 464,042 Seller Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and Shares are reserved for issuance upon exercise of warrants of Seller of which warrants for the rights purchase of 17,042 Seller Common Shares have been issued and are outstanding. (b) Set forth in Section 2.3(b) of the Seller Disclosure Letter is a true and complete list of the following: (i) each qualified or nonqualified option to purchase Seller Common Shares granted under the Seller 1994 Incentive Plan, Seller Director Plan and Seller 1997 Supplemental Plan (collectively, the "Oryx RightsSeller Plans") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank or any other formal or informal arrangement (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights AgreementSeller Options"); (ii) each grant of Seller Common Shares to employees which are subject to any risk of forfeiture; (iii) all agreements for the issuance of warrants or to purchase Seller Common Shares and the number of shares which would be issuable upon the exercise of such warrants or agreements, and (Civ) 15,000,000 all other rights to acquire stock, all limited stock appreciation rights, phantom stock, dividend equivalents, performance units and performance shares granted under the Seller Plans which are outstanding as of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuancethe date hereof. Since the Oryx Measurement Date to On the date of this Agreement, there have been except as set forth in this Section 2.3, no issuances of shares of the capital stock of Oryx Seller were outstanding or any other securities of Oryx other than issuances of shares reserved for issuance. (and accompanying Oryx Rightsc) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx Seller are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled not subject to preemptive rights. There were outstanding as of the Oryx Measurement Date are no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx Seller having the right under applicable law or Seller's Charter or bylaws to vote (or convertible into, or exchangeable for, securities having the right to vote vote) on any matters on which holders stockholders of capital stock Seller may vote ("Oryx Voting Debt") are issued or outstandingvote. (iiid) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx Seller or any of its Subsidiaries Seller Subsidiary is a party or by which any of them such entity is bound bound, obligating Oryx Seller or any of its Subsidiaries, directly or indirectly, Seller Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or other voting securities ownership interests of Oryx Seller or any of its Subsidiaries Seller Subsidiary or obligating Oryx Seller or any of its Subsidiaries Seller Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingundertaking (other than to Seller or a Seller Subsidiary). As of the date of this Agreement, there There are no outstanding obligations of Oryx Seller or any of its Subsidiaries Seller Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Seller or shares of stock or other ownership interests of any of its SubsidiariesSeller Subsidiary. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Corixa consists of One Hundred Million (A100,000,000) 250,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 0.001 per share, none of which there were Twenty One Million Seventy Three Thousand Eight Hundred and Sixteen (21,073,816) shares issued and outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11October 13, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")2000, and Ten Million (C10,000,000) 15,000,000 shares of Preferred Stock, par value $1.00 0.001 per share, none of which Fifty Thousand (50,000) shares have been designated Series A Preferred Stock and Twelve Thousand Five Hundred (12,500) shares of such Series A Preferred Stock were outstandingissued and outstanding as of October 13, designated or reserved for issuance2000. Since the Oryx Measurement Date to As of the date of this Agreement, there have been are no issuances of other outstanding shares of the capital stock of Oryx or any other voting securities of Oryx Corixa and no outstanding commitments to issue any shares of capital stock or voting securities of Corixa other than issuances of shares (and accompanying Oryx Rights) pursuant to the exercise of options or and purchase rights outstanding as of the Oryx Measurement Date date hereof under the Benefit Plans of Oryx. Amended and Restated 1994 Stock Option Plan, the 1997 Directors' Stock Option Plan and the Corixa 1997 Employee Stock Purchase Plan (such plans being referred to in this Agreement as the "Corixa Equity Plans"). (b) All issued and outstanding shares of the capital stock of Oryx Corixa Common Stock are duly authorized, validly issued, fully paid and nonassessablenonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and no class are not subject to (c) As of capital stock is entitled October 13, 2000, Corixa had reserved (i) Six Million One Hundred Seventy Five Thousand Fifty (6,175,050) shares of Corixa Common Stock for issuance to preemptive rights. There were outstanding as employees, consultants and members of the Oryx Measurement Date no options, warrants or other rights board of directors pursuant to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in Amended and Restated 1994 Stock Option Plan and the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx 1997 Directors' Stock Options") under Oryx's Long-Term Incentive Option Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (zii) the Oryx Debentures. Section 3.2(bOne Hundred Fifty Six Thousand Seven Hundred Thirteen (156,713) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Corixa Common Stock subject for issuance to Oryx employees pursuant to the Corixa 1997 Employee Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwisePurchase Plan. Between October 13, the dates of grant 2000, and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than Corixa has not issued additional shares or granted additional options under the Corixa Equity Plans except pursuant to the Oryx exercise of options outstanding as of October 13, 2000. All outstanding options to purchase Corixa Common Stock Option Agreementhave been duly authorized by the Corixa Board of Directors or a committee thereof, are validly issued, and were issued in compliance with all applicable federal and state securities laws. (d) Except (i) for the rights created pursuant to this Agreement, (ii) No bondsfor or with respect to rights granted under the Corixa Equity Plans, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except for Corixa's right to repurchase any unvested shares under the Corixa Stock Option Plans, and (iv) as otherwise set forth in this Section 3.2(b)3.3, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, agreements or arrangements or undertakings of any kind character to which Oryx Corixa or any Subsidiary of its Subsidiaries Corixa is a party or by which Corixa or any Subsidiary of them Corixa is bound obligating Oryx relating to the issued or unissued capital stock of Corixa or any Subsidiary of its Subsidiaries, directly Corixa or indirectly, obligating Corixa or any Subsidiary of Corixa to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, repurchased or redeemed, any shares of capital stock or other voting securities of Oryx Corixa or any Subsidiary of its Subsidiaries Corixa or obligating Oryx Corixa or any Subsidiary of its Subsidiaries Corixa to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company ----------------- consists of (A) 250,000,000 shares of Oryx Common Stock50,000,000 Shares, of which 106,233,579 shares 27,554,547 Shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise outstanding as of the Oryx Stock Options or available for grant close of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)business on January 14, (B) 7,740,606 1998, 1,000,000 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series Class A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 10.00 per share, none of which no shares were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to outstanding as of the date of this Agreement, there have been no issuances of and 1,000,000 shares of the capital stock Class B Preferred Stock, par value $10.00 per share, of Oryx or any other securities of Oryx other than issuances of which no shares (and accompanying Oryx Rights) pursuant to options or rights were outstanding as of the Oryx Measurement Date date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 14, 1998, there were 4,950,000 Shares reserved for issuance pursuant to the Company's 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 700,000 Shares ----------- subject to issuance upon exercise of the warrants (the "Warrants") issued under -------- the Warrant Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of March 28, 1995, between the Company and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "WH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. The Company Disclosure Letter contains a correct and complete list of each outstanding option to purchase Shares under the Benefit Stock Plans (each a "Company Option"), including the -------------- holder (each of Oryxwhom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price and number of Shares subject thereto. All issued and Each of the outstanding shares of the capital stock or other securities of Oryx are each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell 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 a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no class of capital stock is entitled to preemptive rightssecurities or obligations evidencing such rights are authorized, issued or outstanding. There were outstanding as of Except for the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyWarrants, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan WH Options and 1997 Long-Term Incentive Plan (collectivelythe Debentures, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx Company does not have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Oryx which have the right to vote (or convertible into or exercisable for securities having the right to vote vote) with the stockholders of the Company on any matters on which holders of capital stock may vote matter ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as . The Company is ----------- not the beneficial owner of the date of this Agreement, there are no any equity securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any except shares of capital stock of Oryx or any of its the Company's Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date")date hereof, the authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 27,000,000 Shares and 3,000,000 shares of Oryx Common Preferred Stock, par value $.0001 per share ("Company Preferred Stock"), of which 106,233,579 140,000 shares have been designated as "Series A Participating Preferred Stock" (the "Series A Preferred Stock"). (b) At the close of business on July 23, 1999: (i) 12,752,855 Shares were issued and outstanding, 17,468,095 all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) no Shares were held in the treasury of Oryx, 3,001,876 shares were held the Company or by a Subsidiary Subsidiaries of Oryx, 5,111,438 shares the Company; (iv) 422,085 Shares were reserved for issuance upon the conversion exercise of Oryxoutstanding vested and exercisable stock options issued under the Company's 7-1/2% Convertible Subordinated Debentures due May 151995 Stock Option/Stock Issuance Plan, 2014 as amended (the "Oryx DebenturesCompany Stock Option Plan"); (v) 667,779 Shares were reserved for issuance upon the exercise of outstanding unvested stock options issued under the Company Stock Option Plan; (vi) 159,632 Shares were reserved for issuance and 7,135,302 shares unissued pursuant to the Company's Employee Stock Purchase Plan, as amended (the "Company Stock Purchase Plan"); (vii) 80,000 Shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights Warrant dated September 30, 1998 issued to purchase or receive Oryx Common Stock granted under ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the Oryx Plans "▇▇▇▇▇ Warrant"); and (as defined below), (Bviii) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which 45,000 Shares were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon the exercise of the rights Warrant dated September 30, 1998 issued to Alessandro Chiabera (the "Oryx Chiabera Warrant" and, together with the ▇▇▇▇▇ Warrant, the "Warrants"). (c) Section 4.2 of the Company Letter contains a correct and complete list as of the date of this Agreement of each outstanding option to purchase Shares issued under the Company Stock Option Plan (collectively, the "Company Stock Options"), including the holder, date of grant, exercise price and number of shares of Company Common Stock subject thereto and whether the option is vested and exercisable. (d) Except for the Company Stock Options, the Company Stock Purchase Plan, the Warrants, the rights to purchase shares of the Series A Preferred Stock (the "Rights") distributed to the holders of Oryx Common Stock issued pursuant to the Rights Agreement dated as of September 11December 6, 19901996, as amended October 22, 1998 (as so amended, the "Rights Agreement"), between Oryx the Company and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Registrar and Transfer Company), as Rights Agent, as amended and the rights (the "Oryx Rights AgreementCompany Option"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date Parent under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorizedMaster Agreement dated August 10, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list1998, as of the Oryx Measurement Dateamended December 21, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise1998, the dates of grant between Parent and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this AgreementCompany, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which Oryx the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx the Company or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx the Company or any of its Subsidiaries or obligating Oryx the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, right or agreement, arrangement and there are no outstanding contractual rights to which the Company or undertakingany of its Subsidiaries is a party the value of which is based on the value of Shares. As Except as set forth in Section 4.2 of the date of this AgreementCompany Letter, there are no outstanding contractual obligations of Oryx the Company or any of its Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of Oryx or any of its Subsidiariesequity interests in any Subsidiary. (ive) No actionEach outstanding share of capital stock of each Subsidiary of the Company is duly authorized, consent validly issued, fully paid and nonassessable and, except as set forth in Section 4.2 of the Company Letter, each such share is owned by the Company or approval by another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any holder nature whatsoever. (f) The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of Oryx Stock Options which have the right to vote (or Oryx Debentures is required in connection which are convertible into or exercisable for securities having the right to vote) with the actions described in Sections 1.10(a) and 5.13stockholders of the Company on any matter.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted CTWS consists of (Ai) 250,000,000 25,000,000 CTWS Common Shares, (ii) 50,000 shares of Oryx Common Stockcumulative preferred stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 $16 par value (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below“CTWS $16 Par Preferred Shares”), (Biii) 7,740,606 15,000 shares of Cumulative Preference Stockcumulative preferred stock, $20 par value (“CTWS $1.00 per share20 Par Preferred Shares”), (iv) 400,000 shares of cumulative preferred stock, $25 par value (“CTWS $25 Par Preferred Shares”), and (v) 1,000,000 shares of preference stock, $1 par value (“CTWS $1 Par Preference Shares”) ((ii) though (v), collectively, the “CTWS Preferred Shares”, and together with the CTWS Common Shares, the “CTWS Capital Stock”). At the close of business on March 12, 2018: (i) (w) 11,861,315 CTWS Common Shares were issued and outstanding, none of which were outstanding subject to vesting or other forfeiture conditions or repurchase by CTWS, (x) no CTWS Common Shares were held in CTWS’s treasury, (y) 295,895 CTWS Common Shares were reserved and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved available for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")CTWS Dividend Reinvestment Plan, and (Cz) 15,000,000 221,343 CTWS Common Shares were reserved and available for issuance pursuant to the CTWS Stock Plans, of which 22,071 shares were issuable upon the vesting of outstanding CTWS Restricted Share Units and CTWS Performance Share Units; (ii) (x) 29,499 CTWS $16 Par Preferred Stock, par value $1.00 per shareShares were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS and (y) no CTWS $16 Par Preferred Shares were held in CTWS’s treasury; (iii) (x) 15,000 CTWS $20 Par Preferred Shares were issued and outstanding, designated none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS and (y) no CTWS $20 Par Preferred Shares were held in CTWS’s treasury; (iv) (x) no CTWS $25 Par Preferred Shares were issued and outstanding and (y) no CTWS $25 Par Preferred Shares were held in CTWS’s treasury; and (v) (x) no CTWS $1 Par Preference Shares were issued and outstanding and (y) no CTWS $1 Par Preference Shares were held in CTWS’s treasury. Except as set forth in this Section 4.03(a), at the close of business on March 12, 2018, no shares of capital stock or voting securities of, or other equity interests in, CTWS were issued, reserved for issuanceissuance or outstanding. Since From the Oryx Measurement Date close of business on March 12, 2018, to the date of this Agreement, there have been no issuances by CTWS of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, CTWS, other than issuances the issuance of shares CTWS Common Stock upon the settlement of CTWS Restricted Share Units and CTWS Performance Share Units in each case outstanding at the close of business on March 12, 2018, and in accordance with their terms in effect at such time. (and accompanying Oryx Rightsb) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of CTWS Capital Stock are, and all shares of CTWS Capital Stock that may be issued upon the capital stock settlement of Oryx are CTWS Performance Share Units will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class of capital stock is entitled to preemptive rights. There were outstanding as or issued in violation of, any provision of the Oryx Measurement Date no options, warrants CBCA or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyLaw, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyCTWS Charter, the "Oryx CTWS Bylaws or any Contract to which CTWS or any CTWS Subsidiary is a party or otherwise bound (including the CTWS Stock Option Plans") and (z) the Oryx Debentures). Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth above in this Section 3.2(b), as of the date of 4.03 or pursuant to this Agreement, there are not issued, reserved for issuance or outstanding, and there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings outstanding obligations of any kind to which Oryx CTWS or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, CTWS Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, shares of (x) any capital stock or other voting securities of Oryx of, or other equity interests in, CTWS or any of its Subsidiaries or obligating Oryx CTWS Subsidiary or any securities of its Subsidiaries CTWS or any CTWS Subsidiary convertible into or exchangeable or exercisable for any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary, (y) any warrants, calls, options or other rights to acquire from CTWS or any CTWS Subsidiary, or any other obligation of CTWS or any CTWS Subsidiary to issue, grantdeliver or sell, extend or enter into cause to be issued, delivered or sold, any such securitycapital stock or voting securities of, optionor other equity interests in, warrantCTWS or any CTWS Subsidiary or (z) any rights issued by or other obligations of CTWS or any CTWS Subsidiary that are linked in any way to the price of any capital stock or voting securities of, callor other equity interests in, rightCTWS or any CTWS Subsidiary, commitmentthe value of CTWS, agreementany CTWS Subsidiary or any part of CTWS or any CTWS Subsidiary or any dividends or other distributions declared or paid on any capital stock or voting securities of, arrangement or undertakingother equity interests in, CTWS or any CTWS Subsidiary. As of Except pursuant to the date of this AgreementCTWS Stock Plans, there are no not any outstanding obligations of Oryx CTWS or any of its Subsidiaries CTWS Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of its Subsidiariesthe immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of CTWS having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of CTWS may vote (collectively, “CTWS Voting Debt”). Neither CTWS nor any CTWS Subsidiary 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, CTWS. Except for this Agreement, neither CTWS nor any CTWS Subsidiary is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of CTWS or any CTWS Subsidiary. All CTWS Restricted Share Units, CTWS Performance Share Units and CTWS Performance Cash Units outstanding as of the date of this Agreement may, pursuant to their terms, be treated in accordance with Section 6.05. (ivc) No actionSection 4.03(c) of the CTWS Disclosure Letter sets forth a true and complete list of all CTWS Restricted Share Units, consent CTWS Performance Share Units, and CTWS Performance Cash Units outstanding as of March 12, 2018, setting forth the holder’s participation identification number, the number of shares (as applicable) subject to each award, the grant date and vesting schedule with respect to each award, the plan under which each such award was granted and whether such award is subject to any deferral or approval by any holder is otherwise subject to Section 409A of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13Code.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 shares of Oryx Common Stock75,000,000 Shares, of which 106,233,579 shares 24,340,155 Shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise outstanding as of the Oryx Stock Options or available for grant close of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)business on October 27, (B) 7,740,606 2006 and 300,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 10.00 per share, none of which were no shares are outstanding. All of the outstanding and 120,000 shares of which Shares have been designated Series A Junior Cumulative Preference Stock duly authorized and are validly issued, fully paid and nonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006). Other than 3,150,723 Shares reserved for issuance upon exercise of under the rights Company’s 2005 Equity Incentive Plan, 1991 Stock Option Plan and Equity Incentive Plan (the "Oryx Rights") distributed “Stock Plans”), Shares subject to the holders of Oryx Common Stock pursuant to issuance under the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank Shares subject to issuance under the ▇▇▇▇▇ Corporation Incentive Savings Plan and the ▇▇▇▇▇ Hourly 401(k) Plan (as successor by merger to Manufacturers Hanover Trust Companythe “401(k) Plans”), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for Company has no Shares subject to issuance. Since Section 5.1(b)(i) of the Oryx Measurement Date Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units, stock appreciation rights and any other rights with respect to the date Shares under the Stock Plans, including the holder, number of this AgreementShares and, there have been no issuances of shares where applicable, exercise price. Each of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock or other equity securities of Oryx are each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable (except for any liability that may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL, as judicially interpreted, for debts incurred prior to June 14, 2006) and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Except as set forth above, including Section 5.1(b)(i) of the Company Disclosure Letter, and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement, dated as of November 5, 2001, as amended, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity 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 a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no class securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of capital stock is entitled to preemptive rights. There were outstanding as any Shares in accordance with the terms of the Oryx Measurement Date no optionsStock Plans, warrants such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens imposed or other rights to acquire capital stock, directly or indirectly, from Oryx other than created by the Company (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. except for any liability that may be imposed on shareholders by former Section 3.2(b180.0622(2)(b) of the Oryx Disclosure Schedule sets forth a complete and correct listWBCL, as of the Oryx Measurement Datejudicially interpreted, of the number of shares of Oryx Common Stock subject for debts incurred prior to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwiseJune 14, the dates of grant and the exercise prices thereof2006). No options or warrants or other rights to acquire capital stock from Oryx The Company does not have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Oryx which have the right to vote (or convertible into or exercisable for securities having the right to vote vote) with the shareholders of the Company on any matters on which holders matter. (ii) Section 5.1(b)(ii) of the Company Disclosure Letter sets forth (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than 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 outstanding capital stock may vote of such company. The Company does not own, directly or indirectly, any voting interest in any Person ("Oryx Voting Debt"not taking into account any voting interest owned, directly or indirectly, by Parent in any Person) are issued or outstandingthat requires an additional filing by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”). (iii) Except as otherwise set forth Each Company Option (A) was granted in this Section 3.2(b)compliance with all applicable Laws and all of the terms and conditions of the Stock Plans pursuant to which it was issued, as (B) has an exercise price per Share equal to or greater than the fair market value of a Share at the close of business on the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, such grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of (C) has a grant date identical to the date on which the Company’s board of this Agreementdirectors or compensation committee actually awarded such Company Option, there are no outstanding obligations of Oryx or any of its Subsidiaries and (D) qualifies for the tax and accounting treatment afforded to repurchasesuch Company Option in the Company’s tax returns and the Company’s financial statements, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiariesrespectively. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists entirely of (Ai) 250,000,000 100,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Company Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (Cii) 15,000,000 25,000,000 shares of Preferred Stock, par value $1.00 0.01 per share, none of which were outstandingthe Company (“Company Preferred Stock”). At the close of business on April 14, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of 2005 (i) 24,766,479 shares of Company Common Stock were issued and outstanding; (ii) 2,784,635 shares of Company Common Stock were held by the Company in its treasury; (iii) 1,285,332 shares of Company Common Stock were subject to issued and outstanding Company Stock Options granted under the Company Stock Option Plans; (iv) no more than 5,000 shares of Company Common Stock were subject to issued and outstanding options or other rights to acquire Company Common Stock under the ESPP; and (v) no shares of Company Preferred Stock were issued and outstanding. All outstanding shares of capital stock of Oryx or any other securities of Oryx other than issuances of the Company are, and all shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All that may be issued and outstanding shares of the capital stock of Oryx are will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class not subject to or issued in violation of preemptive rights. (b) Set forth on Schedule 3.3(b) of the Company Disclosure Letter is (i) the authorized capital stock or other equity interests of each of the Subsidiaries and the issued and outstanding shares or other equity interests of each of the Subsidiaries of the Company (including shares of restricted stock); (ii) shares of stock or other equity interests held by the relevant Subsidiary in its treasury; (iii) shares or other equity interests of the relevant Subsidiary that were subject to issued and outstanding options granted under relevant stock option plans; and (iv) shares of preferred stock of each Subsidiary of the Company. All outstanding shares or other equity interests of capital stock is entitled of each of the Subsidiaries are, and all shares or other equity interests that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There were outstanding . (c) Except as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing set forth in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans"Section 3.3(a) and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(bb), as of the date of this AgreementApril 14, 2005, (1) there are no securitiesnot issued, options, warrants, calls, rights, commitments, agreements, arrangements reserved for issuance or undertakings outstanding (i) any shares of any kind to which Oryx capital stock or any other voting securities of its Subsidiaries is a party or by which any of them is bound obligating Oryx the Company or any of its Subsidiaries, directly (ii) any securities convertible into or indirectlyexchangeable or exercisable for shares of capital stock or voting securities of the Company or any of its Subsidiaries, or (iii) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any of its Subsidiaries and (2) there are no outstanding obligations of the Company or any of its Subsidiaries to (i) issue, deliver or sell, or cause to be issued, delivered or sold, shares of any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or other voting securities of Oryx the Company or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to (ii) repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiariessuch securities. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date")date of this Agreement, the authorized capital stock of Oryx consisted Ohm consists of (Ai) 250,000,000 60,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Ohm Common Stock granted under the Oryx Plans and (as defined below), (Bii) 7,740,606 5,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 0.01 per share, none of which were outstanding and 120,000 including 40,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Participating Preferred Stock, par value $1.00 0.01 per shareshare (collectively, none the “Ohm Preferred Stock” and, together with the Ohm Common Stock, the “Ohm Capital Stock”). At the close of which business on the Measurement Date: (A) 19,408,847 shares of Ohm Common Stock were issued and outstanding, designated (B) 1,343,318 Ohm Warrants to purchase 1,343,318 shares of Ohm Common Stock were issued and outstanding, and (C) no shares of Ohm Preferred Stock were issued and outstanding. (b) At the close of business on the Measurement Date, (i) there are (a) 409,433 shares of Ohm Common Stock subject to outstanding Ohm RSU Awards and (b) 446,321 shares of Ohm Common Stock subject to outstanding Ohm PSU Awards, assuming target achievement; and (ii) 1,367,739 shares of Ohm Common Stock remain available for issuance pursuant to Ohm’s 2020 Long Term Incentive Plan (the “Ohm Equity Plan”). (c) As of the close of business on the Measurement Date, except as set forth in this Section 5.2, there are outstanding: (1) no shares of Ohm Capital Stock or reserved any Voting Debt or other voting securities of Ohm; (2) no securities of Ohm or any Subsidiary of Ohm convertible into or exchangeable or exercisable for issuanceshares of Ohm Capital Stock, Voting Debt or other voting securities of Ohm; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Ohm or any Subsidiary of Ohm is a party or by which it is bound in any case obligating Ohm or any Subsidiary of Ohm to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Ohm Capital Stock or any Voting Debt or other voting securities of Ohm, or obligating Ohm or any Subsidiary of Ohm to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. (d) All outstanding shares of Ohm Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. Since the Oryx Measurement Date The Ohm Common Stock to the date of be issued pursuant to this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (when issued, will be validly issued, fully paid and accompanying Oryx Rights) pursuant non-assessable and not subject to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryxpreemptive rights. All issued and outstanding shares of Ohm Capital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable Contracts (including the Ohm Equity Plan). The Ohm Common Stock to be issued pursuant to this Agreement, when issued, will be issued in compliance in all material respects with (A) applicable securities Laws and other applicable Law and (B) all requirements set forth in applicable Contracts. All outstanding shares of capital stock or other equity interests of Oryx the Subsidiaries of Ohm are owned by Ohm, or a direct or indirect wholly owned Subsidiary of Ohm, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants all such shares or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") equity ownership interests are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as Schedule 5.2 of the date of this Agreement, there Ohm Disclosure Letter. There are no securities, options, warrants, calls, rights, commitments, not any stockholder agreements, arrangements voting trusts or undertakings of any kind other agreements to which Oryx Ohm or any of its Subsidiaries is a party or by which any of them it is bound obligating Oryx or relating to the voting of any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities equity interest of Oryx Ohm or any of its Subsidiaries or obligating Oryx Subsidiaries. No Subsidiary of Ohm owns any shares of Ohm Common Stock or any other shares of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Ohm Capital Stock. (e) As of the date of this Agreement, there are no outstanding obligations of Oryx or neither Ohm 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 or (ii) obligations, whether contingent or otherwise, to repurchaseconsummate any material additional investment in any Person other than its Subsidiaries and its joint ventures listed on Schedule 5.2(e) of the Ohm Disclosure Letter. (f) As of the date of this Agreement, redeem or otherwise acquire any shares of the authorized capital stock of Oryx or any Merger Sub consists of its Subsidiaries1,000 shares of common stock, par value $0.01 per share, all of which shares are validly issued, fully paid and nonassessable and are owned by Ohm. (ivg) No actionAs of the date of this Agreement, consent or approval by any holder Ohm owns all of Oryx Stock Options or Oryx Debentures is required the outstanding equity interests in connection with the actions described in Sections 1.10(a) and 5.13LLC Sub.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted SJW consists of (A) 250,000,000 shares of Oryx 36,000,000 SJW Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") Shares and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock1,000,000 preferred shares, par value $1.00 0.001 per shareshare (the “SJW Preferred Shares” and, together with the SJW Common Shares, the “SJW Capital Stock”). At the close of business on March 12, 2018: (i) (v) 20,585,018 SJW Common Shares were issued and outstanding, none of which were outstanding subject to vesting or other forfeiture conditions or repurchase by SJW, (w) no SJW Common Shares were held in SJW’s treasury, (x) 295,887 SJW Common Shares were reserved and 120,000 available for issuance pursuant to the SJW’s 2014 Employee Stock Purchase Plan (the “SJW ESPP”), (y) 890,179 SJW Common Shares were reserved and available for issuance pursuant to the SJW Stock Plan, of which (1) 66,538 shares were issuable upon vesting of SJW Restricted Share Units and SJW Performance Share Units, (2) 7,000 shares were deliverable pursuant to the terms of vested and deferred SJW Restricted Share Units (the “SJW Deferred Share Units”) and (3) 118,195 deferred SJW Common Shares, including deferred SJW Common Shares with dividend equivalent rights convertible into deferred SJW Common Shares, were deliverable subject to and upon the terms of applicable deferral elections (the “SJW Deferred Shares”); and (ii) no SJW Preferred Shares were issued and outstanding. Except as set forth in this Section 3.03(a), at the close of business on March 12, 2018, no shares of which have been designated Series A Junior Cumulative Preference Stock and capital stock or voting securities of, or other equity interests in, SJW were issued, reserved for issuance upon exercise or outstanding. From the close of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11business on March 12, 19902018, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances by SJW of shares of capital stock or voting securities of, or other equity interests in, SJW, other than upon the settlement of SJW Restricted Share Units and SJW Performance Share Units, in each case outstanding at the close of business on March 12, 2018, and in accordance with their terms in effect at such time. (b) The authorized capital stock of Oryx or any other securities Merger Sub consists of Oryx other than issuances 100 shares of shares (common stock, par value $0.01 per share, all of which are validly issued and accompanying Oryx Rights) pursuant to options or rights outstanding as outstanding. All of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are Merger Sub is, and at the Effective Time will be, owned by SJW or a direct or indirect wholly owned Subsidiary of SJW. Merger Sub has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement. (c) The SJW Common Shares constituting the Merger Consideration will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class of capital stock is entitled to preemptive rights. There were outstanding as or issued in violation of, any provision of the Oryx Measurement Date no options, warrants General Corporation Law of the State of Delaware (the “DGCL”) or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyLaw, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelySJW Charter, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth SJW Bylaws or any Contract to which SJW or any SJW Subsidiary is a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options party or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreementotherwise bound. (iid) No bondsAll outstanding shares of SJW Capital Stock issuable upon the exercise of purchase rights under the SJW ESPP or upon the settlement of SJW Restricted Share Units, debenturesSJW Performance Share Units, notes SJW Deferred Share Units and SJW Deferred Shares will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any provision of the DGCL or other indebtedness of Oryx having Law, the right SJW Charter, the SJW Bylaws or any Contract to vote on which SJW or any matters on which holders of capital stock may vote SJW Subsidiary is a party or otherwise bound ("Oryx Voting Debt") are issued or outstanding. (iii) including the SJW Stock Plan). Except as otherwise set forth above in this Section 3.2(b), as of the date of 3.03 or pursuant to this Agreement, there are not issued, reserved for issuance or outstanding, and there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings outstanding obligations of any kind to which Oryx SJW or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, SJW Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, shares of (x) any capital stock or other voting securities of Oryx of, or other equity interests in, SJW or any of its Subsidiaries or obligating Oryx SJW Subsidiary or any securities of its Subsidiaries SJW or any SJW Subsidiary convertible into or exchangeable or exercisable for any capital stock or voting securities of, or other equity interests in, SJW or any SJW Subsidiary, (y) any warrants, calls, options or other rights to acquire from SJW or any SJW Subsidiary, or any other obligation of SJW or any SJW Subsidiary to issue, grantdeliver or sell, extend or enter into cause to be issued, delivered or sold, any such securitycapital stock or voting securities of, optionor other equity interests in, warrantSJW or any SJW Subsidiary or (z) any rights issued by or other obligations of SJW or any SJW Subsidiary that are linked in any way to the price of any capital stock or voting securities of, callor other equity interests in, rightSJW or any SJW Subsidiary, commitmentthe value of SJW, agreementany SJW Subsidiary or any part of SJW or any SJW Subsidiary or any dividends or other distributions declared or paid on any capital stock or voting securities of, arrangement or undertakingother equity interests in, SJW or any SJW Subsidiary. As of Except pursuant to the date of this AgreementSJW Stock Plan, there are no not any outstanding obligations of Oryx SJW or any of its Subsidiaries SJW Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or voting securities of, or other equity interests in, SJW or any SJW Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of its Subsidiariesthe immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of SJW having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of SJW may vote (collectively, “SJW Voting Debt”). Except for the Voting Agreements, neither SJW nor any SJW Subsidiary 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, SJW. Except for this Agreement, neither SJW nor any SJW Subsidiary is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of SJW or any SJW Subsidiary. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Apogent consists of 250,000,000 shares of Apogent Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share (“Apogent Preferred Stock”). At the close of business on March 12, 2004, (A) 250,000,000 88,845,288 shares of Oryx Apogent Common Stock, Stock were issued and outstanding; (B) no shares of which 106,233,579 Apogent Preferred Stock were issued and outstanding; (C) 9,839,292 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares Apogent Common Stock were reserved for issuance upon the conversion of Oryx's 7Apogent’s 2¼% senior Convertible Debt (as defined in Section 8.3(e)) due 2021; (D) 10,426,110 shares of Apogent Common Stock were reserved for issuance upon conversion of Apogent’s floating senior Convertible Debt due 2033; (E) 1,441,194 shares of Apogent Common Stock were reserved for issuance pursuant to the Apogent Purchase Plan, as effective as of January 1, 2002; (F) 14,031,853 shares of Apogent Common Stock were reserved for issuance in respect of outstanding Apogent Options or Apogent Restricted Stock Units and future grants of Apogent Options pursuant to the 1990 Stock Option Plan, as amended, the Amended and Restated 1993 Long-1/2% Convertible Subordinated Debentures due May 15Term Incentive Plan, 2014 the 1994 Amended and Restated Outside Directors’ Stock Option Plan, the 1999 Outside Directors’ Stock Option Plan and the 2001 Equity Incentive Plan (such plans, collectively, the "Oryx Debentures"“Apogent Stock Plans”), complete and correct copies of which, in each case as amended, have been filed as exhibits to the Apogent SEC Documents prior to the date of this Agreement or delivered to F▇▇▇▇▇; and (G) 2,500,000 shares of Apogent Preferred Stock were designated as Series A Preferred Stock, par value $0.01 per share, and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to preferred share purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx “Apogent Rights"”) distributed to the holders of Oryx Common Stock issued pursuant to the Rights Agreement Agreement, dated as of September December 11, 19902000, between Oryx Apogent and Chase Manhattan Fleet National Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended rights agent (the "Oryx “Apogent Rights Agreement"”), and (C) 15,000,000 shares . Each outstanding share of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities Apogent is duly authorized, validly issued, fully paid, nonassessable (subject to Section 180.0622(2)(b) of Oryx other than issuances the WBCL, as judicially interpreted, to the extent applicable) and free of preemptive rights. (ii) As of the close of business on March 12, 2004, 13,006,160 shares (and accompanying Oryx Rights) of Apogent Common Stock were subject to issuance pursuant to options or rights outstanding as of the Oryx Measurement Date Apogent Options and Apogent Restricted Stock Units under the Benefit Plans of OryxApogent Stock Plans. All issued and outstanding shares of Apogent Common Stock subject to issuance under the capital stock of Oryx Apogent Stock Plans and the Apogent Purchase Plan, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessablenonassessable (subject to Section 180.0622(2)(b) of the WBCL, as judicially interpreted, to the extent applicable) and no class free of capital stock is entitled to preemptive rights. There were outstanding Except as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing set forth in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b3.1(b)(ii) of the Oryx Apogent Disclosure Schedule sets forth Schedule, there are no commitments or agreements of any character to which Apogent is a complete and correct list, party or otherwise bound obligating Apogent to accelerate the vesting of any Apogent Option as a result of the Oryx Measurement DateMerger (whether alone or upon the occurrence of any additional or subsequent events), of the number of shares of Oryx Common Stock subject to Oryx Stock Options and there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option AgreementApogent. (iiiii) No bonds, debentures, notes or other evidences of indebtedness of Oryx having the right to vote on any matters on which holders shareholders of capital stock Apogent may vote ("Oryx “Voting Debt"”) are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), outstanding as of the date hereof. (iv) Except as set forth in Section 3.1(b)(iv) of this Agreementthe Apogent Disclosure Schedule, as of March 12, 2004, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx Apogent or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx Apogent or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, Voting Debt or other voting securities of Oryx Apogent or any of its Subsidiaries Subsidiaries, or obligating Oryx Apogent or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As All outstanding shares of Apogent Common Stock, all outstanding Apogent Options and all outstanding shares of capital stock of each Subsidiary of Apogent have been issued and granted in compliance in all material respects with (A) all applicable securities laws and all other Applicable Laws and (B) all requirements set forth in applicable material Contracts. (v) Since October 1, 2003, and through the date hereof, except as set forth in Section 3.1(b)(v) or Section 3.1(b)(ii) of the Apogent Disclosure Schedule, other than (A) issuances of Apogent Common Stock pursuant to the exercise of Apogent Options granted under Apogent Stock Plans, (B) issuances of Apogent Common Stock pursuant to the Apogent Purchase Plan, (C) repurchases of Apogent Common Stock from employees of Apogent following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (D) issuances of Apogent Common Stock (consisting of newly-issued shares or shares in treasury) as contributions of Apogent Common Stock to defined contribution plans sponsored by Apogent and (E) grants of Apogent Options under Apogent Stock Plans in the ordinary course of business consistent with past practice, there has been no change in (1) the outstanding capital stock of Apogent, (2) the number of Apogent Options outstanding or (3) the number of other options, warrants or other rights to purchase Apogent capital stock. (vi) Except as set forth in Section 3.1(b)(ii) or Section 3.1(b)(vi) of the Apogent Disclosure Schedule, neither Apogent nor any of its Subsidiaries is a party to any currently effective agreement (A) restricting the purchase or transfer of, (B) relating to the voting of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (D) requiring registration of or (E) granting any preemptive or antidilutive rights with respect to any capital stock of Apogent or any of its Subsidiaries or any securities of the type referred to in Section 3.1(b)(iv) hereof. (vii) Except as set forth in Section 3.1(b)(vii) of the Apogent Disclosure Schedule, other than its Subsidiaries, as of the date hereof, Apogent does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-controlling investments made in the ordinary course of this Agreementbusiness consistent with past practice in entities which are not individually or in the aggregate material to Apogent and its Subsidiaries, there taken as a whole. There are no outstanding contractual obligations of Oryx Apogent or any of its Subsidiaries to repurchasemake any loan to, redeem or otherwise acquire any equity or other investment (in the form of a capital contribution or otherwise) in, any Subsidiary of Apogent or any other Person, other than guarantees by Apogent of any indebtedness or other obligations of any wholly-owned Subsidiary of Apogent and other than loans made in the ordinary course consistent with past practice to employees of Apogent and its Subsidiaries. (viii) Neither Apogent nor any of its Subsidiaries owns any shares of capital stock of Oryx F▇▇▇▇▇ or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) The authorized capital stock of CPI consists and, at all times prior to the Recapitalization, will consist, of 97,000 CPI First Preferred Shares, of which 92,343.4 shares were outstanding on May 2, 2001, 1,000,000 CPI Second Preferred Shares, of which 544,076.75 shares were outstanding on May 2, 2001, 5,000,000 CPI Third Preferred Shares, of which 3,806,043 shares were outstanding on May 2, 2001, 1,500 CPI Class A Common Shares, of which 0 shares were outstanding on May 2, 2001, 13,500 CPI Class B Common Shares, of which 11,172 shares were outstanding on May 2, 2001, and 1,500 CPI Class C Common Shares, of which 1,306 shares were outstanding on May 2, 2001. As of October 8, 1998 (and following the "Oryx Measurement Date")Recapitalization, the authorized capital stock of Oryx consisted CPI will consist of (A) 250,000,000 shares of Oryx Common Stock23,508,000 Recapped Shares, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in 23,508,000 will be outstanding immediately prior to the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise CPI Merger Effective Time. All of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 outstanding shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares CPI have been duly authorized and are (and accompanying Oryx Rights) pursuant to options or rights outstanding as following consummation of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, Recapitalization will be) validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, CPI has no shares of capital stock reserved for issuance or subject to issuance, except that, as of May 2, 2001, there were 1,306 CPI Class A Common Shares reserved for issuance upon conversion of CPI Class C Common Shares. As of the Closing, there will be no shares of capital stock reserved for issuance or subject to issuance. Except with respect to the Recapitalization and as set forth above or in the certificate of incorporation of CPI, there are no preemptive or other outstanding obligations of Oryx rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or any of its Subsidiaries commitments to repurchase, redeem issue or otherwise acquire sell any shares of capital stock or other securities of Oryx CPI or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of its Subsidiaries. CPI, and no securities or obligations evidencing such rights are authorized, issued or outstanding. CPI does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (ivor convertible into or exercisable for securities having the right to vote) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described stockholders of CPI on any matter ("CPI Voting Debt"). Except as set forth in Sections 1.10(aSection 5.1(b) and 5.13of the CPI Disclosure Letter, CPI does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Biovail consists of (A) 250,000,000 an unlimited number of shares of Oryx Biovail Common Stock and an unlimited number of Class A Special Shares in the capital of Biovail (the “Biovail Class A Stock” and, together with the Biovail Common Stock, the “Biovail Capital Stock”). At the close of business on June 14, 2010, (i) 158,573,603 shares of Biovail Common Stock were issued and outstanding, none of which 106,233,579 were subject to vesting or other forfeiture conditions or repurchase by Biovail, (ii) no shares of Biovail Class A Stock were issued and outstanding, 17,468,095 (iii) no shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares Biovail Common Stock were reserved for issuance upon the conversion of Oryx's 7-1/2Biovail’s 5.375% Senior Convertible Subordinated Debentures due May 15, 2014 Notes (the "Oryx Debentures"“Biovail Convertible Notes”), (iv) 11,588,915 shares of Biovail Common Stock were reserved and 7,135,302 available for issuance pursuant to the Biovail Stock Plans, of which (A) 3,196,577 shares were issuable upon exercise of outstanding Biovail Stock Options and (B) 2,049,548 shares were issuable upon vesting of outstanding Biovail Restricted Stock Units, assuming maximum performance with respect to performance-based Biovail Restricted Stock Units, (v) Biovail Deferred Share Units with respect to 418,737 shares of Biovail Common Stock were outstanding and (vi) 2,282,366 shares of Biovail Common Stock were reserved for issuance upon pursuant to the exercise of the Oryx Biovail Employee Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (Purchase Plan. Except as defined belowset forth in this Section 3.03(a), (B) 7,740,606 at the close of business on June 14, 2010, no shares of Cumulative Preference Stockcapital stock or voting securities of, par value $1.00 per shareor other equity interests in, none of which Biovail were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and issued, reserved for issuance upon exercise or outstanding. From the close of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11business on June 14, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date 2010 to the date of this Agreement, there have been no issuances by Biovail of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, Biovail, other than issuances (1) the issuance of shares Biovail Common Stock upon the conversion of Biovail Convertible Notes, upon the exercise of Biovail Stock Options or upon the vesting of Biovail Restricted Stock Units, in each case outstanding at the close of business on June 14, 2010 and in accordance with their terms in effect at such time, and (and accompanying Oryx Rights2) pursuant to options or rights outstanding as the issuance of the Oryx Measurement Date under the Benefit Plans of Oryx. Biovail Deferred Share Units. (b) All issued and outstanding shares of Biovail Capital Stock are, and all shares of Biovail Capital Stock that may be issued upon the capital stock conversion of Oryx are Biovail Convertible Notes, upon the exercise of Biovail Stock Options or upon the vesting of Biovail Restricted Stock Units will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class or issued in violation of, any purchase option, call option, right of capital stock is entitled to first refusal, preemptive rights. There were outstanding as right, subscription right or any similar right under any provision of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than Canada Business Corporations Act (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively“CBCA”), the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyBiovail Charter, the "Oryx Biovail By-laws or any Contract to which Biovail is a party or otherwise bound. The shares of Biovail Common Stock Option Plans") constituting the Merger Consideration will be, when issued, duly authorized, validly issued, fully paid and (z) the Oryx Debentures. Section 3.2(b) nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwiseCBCA, the dates of grant and Biovail Charter, the exercise prices thereofBiovail By-laws or any Contract to which Biovail is a party or otherwise bound. No options Except as set forth above in this Section 3.03 or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date terms of this Agreement, there are no securitiesnot issued, optionsreserved for issuance or outstanding, warrants, calls, rights, commitments, agreements, arrangements or undertakings and there are not any outstanding obligations of any kind to which Oryx Biovail or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, Biovail Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Biovail or any Biovail Subsidiary or any securities of Biovail or any Biovail Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other equity interests in, Biovail or any Biovail Subsidiary, (y) any warrants, calls, options or other rights to acquire from Biovail or any Biovail Subsidiary, or any other obligation of Oryx Biovail or any Biovail Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Biovail or any Biovail Subsidiary or (z) any rights issued by or other obligations of Biovail or any Biovail Subsidiary that are linked in any way to the price of any class of Biovail Capital Stock or any shares of capital stock of any Biovail Subsidiary, the value of Biovail, any Biovail Subsidiary or any part of Biovail or any Biovail Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Biovail or any Biovail Subsidiary. Except pursuant to the Biovail Stock Plans, there are not any outstanding obligations of Biovail or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Biovail Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Oryx Biovail or any Biovail Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. Except for the Biovail Convertible Notes, there are no debentures, bonds, notes or other Indebtedness of Biovail having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Biovail may vote (“Biovail Voting Debt”). Neither Biovail nor any of the Biovail 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, Biovail. Except for this Agreement, neither Biovail nor any of the Biovail Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Biovail or any of its the Biovail Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted of the Parent consists of: (Ai) 250,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 3,000,000 shares of Preferred Stock, par value $1.00 0.10 per share, none of the Parent, of which were outstanding300,000 shares are designated Class A Convertible Preferred Stock and are, designated or reserved for issuance. Since in turn, divided into 100,000 shares of Series I (the Oryx Measurement Date to "Parent Series I Preferred Stock"), 100,000 shares of Series II (the date "Parent ------ Series II Preferred Stock") and 100,000 shares of this AgreementSeries III (the "Parent Series ------------------------- ------------- III Preferred Stock"); as of September 21, 1999, there have been were 9,360 shares of ------------------- Parent Series I Preferred Stock issued and outstanding with no issuances such shares of Parent Series I Preferred Stock held in the treasury of the Parent, 7,675 shares of Parent Series II Preferred Stock issued and outstanding with no such shares of Parent Series II Preferred Stock held in the treasury of the Parent, and 11,683 shares of Parent Series III Preferred Stock issued and outstanding with no such shares of Parent Series III Preferred Stock held in the treasury of the Parent; (ii) 100,000,000 shares of the Parent Common Stock, par value $.01 per share, as of September 21, 1999, there were 23,644,696 shares of Parent Common Stock issued and outstanding with no such shares of Parent Common Stock held in the treasury of the Parent; and (iii) 30,000,000 shares of Class B Common Stock, par value $.01 per share, of the Parent (the "Parent Class B Common Stock"); as of September --------------------------- 21, 1999, there were 12,250,000 shares of Parent Class B Common Stock issued and outstanding with no such shares of Parent Class B Common Stock held in the treasury of the Parent. Except as set forth above, no shares of capital stock or other equity securities of the Parent are issued or outstanding. All outstanding shares of capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx Parent are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (iib) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of The authorized capital stock of Oryx or Newco consists of 1000 shares of common stock, par value $.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned by the Parent, free and clear of any of its SubsidiariesLien. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date")date of this Agreement, the authorized capital stock of Oryx consisted Buyer consists of (i) 49,900,000,000 shares of Buyer Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (“Buyer Preferred Stock”). As of the Measurement Date, there were (x)(A) an aggregate of 4,569,495,040 shares of Buyer Common Stock issued and outstanding and (B) no shares of Buyer Preferred Stock issued and outstanding and (y) there were (A) 250,000,000 an aggregate of 130,599,786 shares of Oryx Buyer Common StockStock reserved for, and 129,573,760 shares of Buyer Common Stock subject to, issuance pursuant to the Buyer Plans, which 106,233,579 shares were outstandingincluded (i) 598,910 restricted-stock units of Buyer, 17,468,095 shares were held in (ii) 986,350 performance-based restricted stock units of Buyer (assuming the treasury achievement of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures"performance criteria at target levels) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights (iii) 127,988,500 options to purchase or receive Oryx shares of Buyer Common Stock granted under the Oryx Plans (as defined below), any Buyer Plan and (B) 7,740,606 no shares of Cumulative Preference StockPreferred Stock reserved for, par value $1.00 per share, none of which were outstanding and 120,000 no shares of which have been designated Series A Junior Cumulative Preference Preferred Stock and reserved for subject to, issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 Buyer Plans. The shares of Preferred StockBuyer Common Stock comprising the Stock Consideration have been duly authorized and, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date when issued pursuant to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, will be validly issued, fully paid and nonassessablenon-assessable, and no class stockholder of Buyer will have any preemptive right of subscription or purchase in respect thereof. (b) The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned, directly or indirectly, by Buyer, and there are (i) no other shares of capital stock is entitled to preemptive rights. There were outstanding as or voting securities of the Oryx Measurement Date Merger Sub, (ii) no options, warrants securities of Merger Sub convertible into or exchangeable for equity securities or other voting securities of Merger Sub and (iii) no options or other rights to acquire capital stockfrom Merger Sub, directly and no obligations of Merger Sub to issue, any equity securities, other voting securities or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options securities convertible into or exchangeable for equity securities or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates voting securities of grant and the exercise prices thereofMerger Sub. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date Merger Sub has not conducted any business prior to the date of this AgreementAgreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incidental to its formation and pursuant to this Agreement and the Oryx Stock Option AgreementTransactions. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iiic) Except as otherwise set forth in this Section 3.2(b5.2(a), as of the date of this Agreement, there are no securitiespreemptive or other outstanding rights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which Oryx that obligate Buyer or any Subsidiary of its Subsidiaries is a party Buyer to issue or by which sell any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other equity or voting securities of Oryx Buyer or any of its Subsidiaries or obligating Oryx Subsidiary of Buyer or any of its Subsidiaries securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to issue, grant, extend subscribe for or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx acquire from Buyer or any Subsidiary of its Subsidiaries to repurchaseBuyer, redeem any equity or otherwise acquire any shares voting securities of capital stock of Oryx Buyer or any Subsidiary of its Subsidiaries. Buyer, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Buyer does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (ivor which are convertible into or exercisable for securities having the right to vote) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13stockholders of Buyer on any matter.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Giant consists of (A) 250,000,000 50,000,000 shares of Oryx Giant Common StockStock and 10,000,000 shares of preferred stock, par value $.01 per share, of which 106,233,579 Giant ("Giant Preferred Stock"). At the close of business on April 14, 1998, (i) 10,993,267 shares of Giant Common Stock were issued and outstanding, 17,468,095 (ii) 1,239,100 shares were held in the treasury of Oryx, 3,001,876 shares Giant Common Stock were held by a Subsidiary Giant in its treasury, (iii) no shares of OryxGiant Preferred Stock were designated, 5,111,438 issued, outstanding or held by Giant in its treasury, and (iv) 421,550 shares of Giant Common Stock were reserved for issuance upon the conversion of Oryxpursuant to Giant's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 1989 Stock Incentive Plan (the "Oryx DebenturesGiant Stock Plan"). Except as set forth above, at the close of business on April 14, 1998: (x) and 7,135,302 no shares of capital stock or other voting securities of Giant were issued, reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding outstanding; and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in there were no outstanding stock appreciation rights (other and to the aggregate the right extent that Giant phantom stock rights would be deemed to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debenturesconstitute such rights). Section 3.2(b) of the Oryx The Giant Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement DateApril 14, 1998, of the number of shares of Oryx Giant Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted outstanding options under the Oryx Benefit Plans or otherwise, the dates of grant Giant Stock Plan and the exercise prices thereof. No options or warrants or other rights to acquire All outstanding shares of capital stock from Oryx have been of Giant are, and all shares which may be issued or granted since will be, when issued, duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights. As of the Oryx Measurement Date to the date close of this Agreementbusiness on April 14, other than pursuant to the Oryx Stock Option Agreement. (ii) No 1998, there were no bonds, debentures, notes or other indebtedness of Oryx Giant having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of capital stock Giant may vote ("Oryx Voting Debt") are issued or outstanding. (iii) vote. Except as otherwise set forth in this Section 3.2(b)for options outstanding under the Giant Stock Plan, as of the date close of this Agreementbusiness on April 14, 1998, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx Giant or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating Oryx Giant or any of its Subsidiaries, directly or indirectly, subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx Giant or of any of its subsidiaries or obligating Giant or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date close of this Agreementbusiness on April 14, 1998, there are were no outstanding contractual obligations of Oryx Giant or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Giant or any of its Subsidiarieswholly owned subsidiaries. As of the close of business on April 14, 1998, there were no outstanding contractual obligations of Giant to vote or to dispose of any shares of the capital stock of any of its subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted CBI consists of (A) 250,000,000 485,000,000 shares of Oryx capital stock consisting of: (1) 480,000,000 shares of CBI 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, the "CBI Preferred Stock") of which 106,233,579 2,000,000 shares have been designated as Series A Preferred Stock (the "CBI Series A Preferred Stock"). At the close of business on July 15, 1999, (i) 137,792,751 shares of CBI Common Stock were issued and outstanding, 17,468,095 ; (ii) no shares were held in the treasury of Oryx, 3,001,876 shares CBI Common Stock were held by a Subsidiary CBI in its treasury; (iii) no shares of Oryx, 5,111,438 CBI Preferred Stock were issued and outstanding; (iv) 2,000,000 shares of CBI Series A Preferred Stock were reserved for issuance upon in connection with the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx shares of CBI Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock issued pursuant to the Rights Agreement dated as of September 11April 29, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended 1997 (the "Oryx CBI Rights Agreement"), between CBI and The Fifth Third Bank, as rights agent; and (Cv) 15,000,000 no shares of Preferred Stock, par value $1.00 per share, none of which CBI Common Stock were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date issuance pursuant to the date CBI 1989 Stock Option Plan, the CBI 1997 Stock Option Plan for Non-Employee Directors, the CBI 1997 Long Term Incentive Plan, the CBI Executive Deferred Compensation Plan and grants of this Agreementoptions made to individual employees (such plans and arrangements, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx CBI Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (zof which 10,629,687 shares of CBI Common Stock are subject to outstanding CBI Stock Options). There are no outstanding stock appreciation rights or rights (other than the CBI Stock Options) to receive shares of CBI Common Stock on a deferred basis granted under the Oryx DebenturesCBI Stock Plans or otherwise. Section 3.2(b3.02(b) of the Oryx CBI Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement DateJuly 15, 1999, of the number of shares of Oryx Common Stock subject to Oryx Stock Options all outstanding stock options or other rights to purchase or receive Oryx CBI Common Stock granted under the Oryx Benefit CBI Stock Plans or otherwise(collectively, the dates of grant and the exercise prices thereof"CBI Stock Options"). No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx CBI having the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) on any matters on which holders stockholders of CBI or any of its Subsidiaries may vote are issued or outstanding or subject to issuance. All outstanding shares of capital stock of CBI are, and all shares which may vote be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and will be delivered free and clear of all Liens ("Oryx Voting Debt"other than Liens created by or imposed upon the holders thereof) are issued or outstanding. (iii) and not subject to preemptive rights. Except as otherwise set forth in this Section 3.2(b3.02(b) (including pursuant to the conversion or exercise of the securities referred to above), as of the date of this Agreement, (x) there are no securitiesnot issued, options, warrants, calls, rights, commitments, agreements, arrangements reserved for issuance or undertakings outstanding (A) any shares of any kind to which Oryx capital stock or other voting securities of CBI or any of its Subsidiaries is a party (other than shares of capital stock or other voting secur ities of such Subsidiaries that are directly or indirectly owned by which CBI), (B) any securities of CBI or any of them is bound obligating Oryx its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other ownership interests in, CBI or any of its Subsidiaries or (C) any warrants, calls, options or other rights to acquire from CBI or any of its Subsidiaries, directly and no obligation of CBI or indirectlyany 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, CBI or any of its Subsidiaries, (y) there are not any outstanding obligations of CBI 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 and (z) CBI is not a party to any voting agreement with respect to the voting of any such securities. Other than the capital stock of, or other equity interests in, its Subsidiaries, CBI does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity. (ii) The authorized capital stock of Sub consists of 1,000 shares of common stock, par value $.01 per share ("Sub Common Stock"). There are issued and outstanding 1,000 shares of Sub Common Stock. All such shares are owned by CBI. Sub does not have issued or outstanding any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Sub to issue, transfer or sell any shares of Sub Common Stock. Sub does not have bonds, debentures, notes or other indebtedness outstanding. (iii) Section 3.02(b)(iii) of the CBI Disclosure Schedule sets forth a true and complete list of each of CBI's Subsidiaries as of the date hereof. All the outstanding shares of capital stock of, or other voting securities equity interests in, each Subsidiary of Oryx CBI have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by CBI, free and clear of any Liens and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests. Except for the capital stock or other ownership interests of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issueSubsidiaries, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As as of the date of this Agreementhereof, there are no outstanding obligations of Oryx CBI does not beneficially own directly or indirectly any of its Subsidiaries to repurchasematerial capital stock, redeem membership interest, partnership interest, joint venture interest or otherwise acquire other material equity interest in any shares of capital stock of Oryx or any of its Subsidiariesperson. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date")date of this Agreement, the authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 shares of Oryx Common Stock120,000,000 Shares, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") 35,662,450 Shares are issued and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 outstanding and 4,000,000 shares of Cumulative Preference Preferred Stock, par value $1.00 0.001 per shareshare (the "Preferred Shares"), none of which were none are outstanding. All of the outstanding and 120,000 shares of which Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or Preferred Shares subject to issuance, except (A) 1,000,000 Preferred Shares, designated Series A Junior Cumulative Preference Stock and reserved for Participating Preferred Stock, subject to issuance upon exercise of the rights (the "Oryx Company Rights") distributed to the holders of Oryx Common Stock issued pursuant to the Rights Agreement Agreement, dated as of September 11March 6, 19902002 (the "Company Rights Agreement"), between Oryx the Company and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover EquiServe Trust Company), N. A., as Rights Agent, as amended (B) 5,208,333 Shares subject to issuance upon conversion of the Company's 5.25% Convertible Subordinated Notes due September 1, 2008 (the "Oryx Rights AgreementConvertible Notes"), of which Convertible Notes with an aggregate principal face amount of $150,000,000 are issued and outstanding, (C) 15,000,000 shares 18,261,503 Shares reserved for issuance under the Company's stock option or other equity-based compensation plans identified in Section 5.1(b)(i) of Preferred Stockthe Company Disclosure Letter (collectively, par value $1.00 per sharethe "Company Stock Option Plans"), none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date options to acquire not more than 6,876,252 Shares are outstanding as of the date of this Agreement, there have been no issuances of shares and (D) 480,775 Shares reserved for issuance under the Company's 1995 Employee Stock Purchase Plan. Section 5.1(b) of the capital stock Company Disclosure Letter sets forth a correct and complete list of Oryx or any other securities of Oryx other than issuances of shares each outstanding option to purchase Shares under the Company Stock Plans, as hereinafter defined (and accompanying Oryx Rights) pursuant to options or rights outstanding each a "Company Option"), as of April 26, 2002, including the Oryx Measurement Date under the Benefit Plans holder, date of Oryxgrant, exercise price and number of Shares subject thereto. All issued and outstanding shares of the capital stock or other securities of Oryx each of the Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessablenonassessable and, except for directors' qualifying shares, owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim or other encumbrance, other than immaterial liens which do not affect the Company's right, title and interest in and to such shares or securities. Except as set forth above or as disclosed in Section 5.1(b) of the Company Disclosure Letter or as specifically permitted by this Agreement or the Schedules hereto, there are no class shares of capital stock of the Company authorized, issued or outstanding and except as set forth above, there are no preemptive rights nor any outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character to which the Company or any of its Subsidiaries is entitled a party or may be bound relating to preemptive rightsthe issued or unissued capital stock or other securities of the Company or any of its Subsidiaries. There were Except for the Convertible Notes referred to above, neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any of its Subsidiaries on any matter ("Company Voting Debt"). Except for Shares (or options to purchase Shares) issued pursuant to the Company Stock Option Plans and Company's 1995 Employee Stock Purchase Plan (such plans and agreements collectively, the "Company Stock Plans"), at or after the Effective Time, neither the Surviving Corporation nor Parent nor their respective affiliates will have any current or future obligation to issue, transfer or sell any shares or securities of the Surviving Corporation, Parent or any of their respective affiliates pursuant to any Compensation and Benefit Plan (as defined in Section 5.1(h)(i)) of the Company. (ii) As of the date of this Agreement, the authorized capital stock of Parent consists of 100,000,000 shares of Parent Common Stock, of which 23,191,931 shares are issued and outstanding, and 1,000,000 shares of Preferred Stock, par value $0.01 per share (the "Parent Preferred Stock"), of which none are outstanding. All of the outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Parent has no shares of Parent Common Stock or Parent Preferred Stock subject to issuance, except (A) 200,000 Preferred Shares, designated Series A Participating Preferred Stock, subject to issuance upon exercise of the rights (the "Parent Rights") issued pursuant to the Rights Agreement, dated as of August 9, 2001 (the "Parent Rights Agreement"), between Parent and Mellon Investor Services LLC, as Rights Agent, (B) 4,554,112 shares of Parent Common Stock reserved for issuance under Parent's 1992 Long-term Incentive Plan and certain individual stock option agreements identified in Section 5.1 (b)(ii) of the Parent Disclosure Letter (collectively, the "Parent Stock Option Plans"), of which options to acquire not more than 4,477,009 shares of Parent Common Stock are outstanding as of the Oryx Measurement Date date of this Agreement, and (C) 2,135,317 shares of Parent Common Stock reserved for issuance under Parent's 1999 Employee Stock Purchase Plan (Parent's 1999 Employee Stock Purchase Plan, and the Parent Stock Option Plans are collectively referred to as the "Parent Stock Plans"). Section 5.1(b) of the Parent Disclosure Letter sets forth a correct and complete list of each outstanding option to purchase Parent Common Stock under the Parent Stock Plans, as hereinafter defined (each a "Parent Option"), as of April 26, 2002, including the holder, date of grant, exercise price and number of shares of Parent Common Stock subject thereto. All issued and outstanding shares of capital stock or other securities of each of Parent's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying shares, owned by a direct or indirect wholly owned Subsidiary of Parent, free and clear of any lien, pledge, security interest, claim or other encumbrance, other than immaterial liens which do not affect Parent's right, title and interest in and to such shares or securities. Except as set forth above or as disclosed in Section 5.1(b) of the Parent Disclosure Letter or as specifically permitted by this Agreement or the Schedules hereto, there are no shares of capital stock of Parent authorized, issued or outstanding and except as set forth above, there are no preemptive rights nor any outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character to which Parent or any of its Subsidiaries is a party or may be bound relating to the issued or unissued capital stock or other securities of Parent or any of its Subsidiaries. Neither Parent nor any of its subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Parent or any of its Subsidiaries on any matter ("Parent Voting Debt"). Except for shares of Parent Common Stock (or options to purchase shares of Parent Common Stock) issued pursuant to the Parent Stock Plans and except as otherwise contemplated by Section 6.2(c) of this Agreement, neither Parent nor any of its affiliates have any current or future obligation to issue, transfer or sell any shares or securities of Parent or any of its respective affiliates pursuant to any Compensation and Benefit Plan (as defined in Section 5.1(h)(i)) of Parent. (iii) The authorized capital stock of Merger Sub consists of 1000 shares of common stock, par value $0.01 per share ("Merger Sub Common Stock"), all of which are issued and outstanding. All of the outstanding shares of Merger Sub Common Stock are owned by Parent and have been duly authorized and are validly issued, fully paid and nonassessable. There are (A) no other shares of capital stock or other voting securities of Merger Sub, (B) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or other voting securities of Merger Sub, and (C) no options, warrants or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no voting securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sellsecurities convertible into, or cause to be issuedexchangeable for, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its SubsidiariesMerger Sub. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Parent consists of (A) 250,000,000 200,000,000 shares of Oryx Parent Common StockStock and 10,000,000 shares, without par value, of preferred stock, of which 106,233,579 6,745,347 shares were outstandinghave been designated as Convertible Preferred Stock, 17,468,095 Series D ("Parent Series D Preferred Stock"). Parent has issued rights to purchase shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 Parent Common Stock (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Parent Rights") distributed to the holders of Oryx Common Stock that were issued pursuant to the Renewed Rights Agreement dated as of September 1125, 1990, between Oryx and Chase Manhattan Bank 1997 (as successor by merger amended from time to Manufacturers Hanover Trust Company)time, as Rights Agent, as amended (the "Oryx Parent Rights Agreement"), between Parent and First Chicago Trust Company of New York. At the close of business on June 30, 2003: (Ci) 15,000,000 58,313,553 shares of Parent Common Stock and 4,146,255 shares of Parent Series D Preferred StockStock were outstanding, par value $1.00 per share, none all of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and ; (ii) no class shares of capital stock is entitled to preemptive rights. There Parent Common Stock were outstanding as held by Parent in its treasury; (iii) 3,331,806 shares of Parent Common Stock were issuable upon the conversion or redemption of the Oryx Measurement Date no options, warrants Parent Series D Preferred Stock; (iv) 5,412,710 shares of Parent Common Stock were issuable upon the exercise of the purchase contracts which form a part of Parent's Adjustable Conversion-Rate Equity Security Units ("Parent Units"); and (v) 8,934,167 shares of Parent Common Stock were issuable upon the exercise of outstanding employee or other rights to acquire capital stock, directly or indirectly, from Oryx other than director stock options (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Parent Employee Stock Options") under Oryx's Long-Term Incentive Planthat were granted pursuant to any stock plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan program or arrangement of Parent or any Parent Subsidiary (collectively, the "Oryx Parent Employee Stock Option Plans") and (z) ). Except as set forth above, at the Oryx Debentures. Section 3.2(b) close of the Oryx Disclosure Schedule sets forth a complete and correct listbusiness on June 30, as of the Oryx Measurement Date2003, of the number of no shares of Oryx Common Stock subject to Oryx Stock Options capital stock or other rights to purchase voting securities of Parent were issued, reserved for issuance or receive Oryx Common Stock granted under outstanding. Other than the Oryx Benefit Plans or otherwiseParent Units, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No there are no bonds, debentures, notes or other indebtedness of Oryx Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Parent must vote. Except as otherwise set forth in this Section 3.2(b)above, as of the date of this Agreement, Agreement there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of not any kind Options to which Oryx Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of them is bound obligating Oryx relating to the issued or unissued capital stock of Parent or any of its SubsidiariesParent Subsidiary, directly or indirectly, obligating Parent or any Parent Subsidiary to issue, deliver transfer, grant or sell, or cause to be issued, delivered or sold, sell any shares of capital stock or other voting equity interests in, or securities of Oryx convertible or exchangeable for any capital stock or other equity interests in, Parent or any of its Subsidiaries Parent Subsidiary or obligating Oryx Parent or any of its Subsidiaries Parent Subsidiary to issue, grant, extend or enter into any such securityOptions. All shares of Parent Common Stock that are subject to issuance as aforesaid, optionupon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, warrantwill be duly authorized, callvalidly issued, rightfully paid and nonassessable. All shares of Parent Common Stock that are subject to issuance pursuant to the Merger, commitmentupon issuance pursuant to this Agreement, agreementwill be duly authorized, arrangement or undertakingvalidly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date of this Agreement, there are no not any outstanding contractual obligations of Oryx Parent or any of its Subsidiaries Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Parent or any Parent Subsidiary, or make any material investment (in the form of its Subsidiariesa loan, capital contribution or otherwise) in any person other than a Parent Subsidiary. As of the date of this Agreement, the authorized shares of Sub consist of 1,000 common shares, without par value, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent free and clear of any Lien. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Acquiror consists of (A) 250,000,000 200,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, $0.001 par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")value, and (C) 15,000,000 10,000,000 shares of Preferred Stock, $0.001 par value $1.00 per sharevalue, none of which there were outstandingissued and outstanding as of the close of business on the date hereof, designated 29,102,124 shares of Common Stock and no shares of Preferred Stock. There are no other outstanding shares of capital stock or reserved for issuance. Since the Oryx Measurement Date voting securities of Acquiror and no outstanding commitments to issue any shares of capital stock or voting securities after the date of this AgreementAgreement other than pursuant to the exercise of options issued under the 1999 Stock Incentive Plan (the "Acquiror Stock Option Plan"), there have been no issuances of shares of Acquiror's Employee Stock Purchase Plan and options granted outside the Acquiror Stock Option Plan. The authorized capital stock of Oryx or any other securities Merger Sub consists of Oryx other than issuances 1,000 shares of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as Common Stock, $0.001 par value, all of the Oryx Measurement Date under the Benefit Plans of Oryx. All which are issued and outstanding and are held by Acquiror. All outstanding shares of the capital stock of Oryx are Acquiror and Merger Sub have been duly authorized, validly issued, fully paid and nonassessable, are nonassessable and no class free of capital stock is entitled 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, rights of first refusal or other similar rights created by statute, the Certificate of Incorporation or Bylaws of Acquiror or Merger Sub or any agreement to which Acquiror or Merger Sub is a party or by which it is bound. There were outstanding as As of the Oryx Measurement Date no optionsdate hereof, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than Acquiror had reserved (xi) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of 6,655,600 shares of Oryx Common Stock subject for issuance to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwiseemployees, the dates of grant directors and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than independent contractors pursuant to the Oryx Acquiror Stock Option Agreement. Plan, of which approximately 556,122 shares had been issued pursuant to option exercises, and approximately 5,667,751 shares were subject to outstanding, unexercised options, (ii) No bonds750,000 shares of Common Stock pursuant to Acquiror's Employee Stock Purchase Plan, debenturesof which approximately 85,337 shares had been issued pursuant to stock purchases, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. and (iii) Except 4,140,340 shares of Acquiror Common Stock upon the exercise of outstanding options granted outside the Acquiror Stock Option Plan. Other than as otherwise set forth in this Section 3.2(b), as above and the commitment to issue shares of the date of Common Stock pursuant to this Agreement, there are no securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx Acquiror or any of its Subsidiaries Merger Sub is a party or by which any either of them is bound obligating Oryx Acquiror or any of its Subsidiaries, directly or indirectly, Merger Sub to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, repurchased or redeemed, any shares of the capital stock of Acquiror or other voting securities of Oryx or any of its Subsidiaries Merger Sub or obligating Oryx Acquiror or any of its Subsidiaries Merger Sub to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. The shares of Acquiror Common Stock to be issued pursuant to the Merger will be duly authorized, agreementvalidly issued, arrangement fully paid, and non-assessable, will not be subject to any preemptive or undertakingother statutory right of stockholders, will be issued in compliance with applicable U.S. Federal and state securities laws and will be free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of the date of this Agreement, there There are no outstanding obligations contracts, commitments or agreements relating to voting, registration, purchase or sale of Oryx Acquiror's capital stock (i) between or among Acquiror and any of its Subsidiaries stockholders or (ii) to repurchasethe best of Acquiror's knowledge, redeem between or otherwise acquire among any of Acquiror's stockholders or between any of Acquiror's stockholders and any third party. All outstanding shares of capital stock of Oryx or any of its SubsidiariesAcquiror Common Stock, options, warrants and other Acquiror securities were issued in compliance with all applicable federal and state securities laws, except where the failure to so comply would not have a Material Adverse Effect on Acquiror. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As The authorized shares of October 8beneficial interest of ProLogis consist of 737,580,000 ProLogis Common Shares, 1998 2,300,000 Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share, of ProLogis (the "Oryx Measurement Date"“ProLogis Series C Preferred Shares”), 5,060,000 Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share, of ProLogis (the “ProLogis Series F Preferred Shares”), and 5,060,000 shares of Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share, of ProLogis (the “ProLogis Series G Preferred Shares” and together with the ProLogis Series C Preferred Shares and the ProLogis Series F Preferred Shares, the “ProLogis Preferred Shares”). The authorized capital stock of Oryx consisted New Pumpkin consists of 737,580,000 shares of New Pumpkin Common Stock, 2,300,000 shares of New Pumpkin Series C Preferred Stock, 5,060,000 shares of New Pumpkin Series F Preferred Stock and 5,060,000 shares of New Pumpkin Series G Preferred Stock. From the date hereof until immediately prior to the ProLogis Merger, all of the capital stock or other equity interests of each of New Pumpkin, Upper Pumpkin and Pumpkin LLC shall be owned, directly or indirectly, by ProLogis. As of the close of business on January 26, 2011, (A) 250,000,000 shares of Oryx 570,082,784 ProLogis Common Stock, of which 106,233,579 shares Shares were issued and outstanding, 17,468,095 7,390,935 ProLogis Common Shares were reserved for issuance upon the exercise or payment of outstanding share options, share units, dividend equivalents, performance shares or other equity-based awards under the ProLogis 2006 Long-Term Incentive Plan, ProLogis 1997 Long-Term Incentive Plan and ProLogis 2000 Share Option Plan for Outside Trustees (collectively, the “ProLogis Share Plans”) (and no ProLogis Common Shares were held in reserved for issuance upon the treasury exercise or payment of Oryxany such awards other than under the ProLogis Share Plans or the ProLogis ESPP), 3,001,876 shares no Common Shares were reserved for issuance upon the exercise of options under the ProLogis ESPP, no ProLogis Common Shares were held by a Subsidiary Subsidiaries of OryxProLogis, 5,111,438 shares 41,224,363 ProLogis Common Shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15ProLogis’s convertible debt, 2014 (the "Oryx Debentures") and 7,135,302 shares 1,739,502 ProLogis Common Shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)ProLogis’s 1999 Dividend Reinvestment and Share Purchase Plan, (B) 7,740,606 shares of Cumulative Preference Stock12,000,000 ProLogis Preferred Shares were issued and outstanding (including 2,000,000 Series C Preferred Shares, par value $1.00 per share5,000,000 Series F Preferred Shares and 5,000,000 Series G Preferred Shares), none of which and no ProLogis Preferred Shares were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")issuance, and (C) 15,000,000 759,913 ProLogis Partnership Units were issued and outstanding, including 447,426 partnership units of ProLogis ▇▇▇▇▇▇, ▇.▇., and 312,487 partnership units of ProLogis Limited Partnership I. All outstanding ProLogis Common Shares and shares of ProLogis Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there Stock and all outstanding ProLogis Partnership Units have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (duly authorized and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All validly issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, non-assessable and no class of capital stock is entitled not subject to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness Voting Debt of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are ProLogis is issued or outstanding. (iii) Except as otherwise set forth in for (A) this Section 3.2(b)Agreement, (B) outstanding ProLogis Partnership Units and (C) share options, share units, deferred shares and dividend equivalents issued and outstanding under the ProLogis Share Plans and the ProLogis ESPP (which represented, as of January 26, 2011, the date right to acquire up to an aggregate of this Agreement7,390,935 ProLogis Common Shares), there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx ProLogis or any Subsidiary of its Subsidiaries ProLogis is a party or by which it or any of them such Subsidiary is bound obligating Oryx ProLogis or any Subsidiary of its Subsidiaries, directly or indirectly, ProLogis to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of beneficial interest or capital stock or other voting securities any Voting Debt or stock appreciation rights of Oryx ProLogis or of any Subsidiary of ProLogis or obligating ProLogis or any Subsidiary of its Subsidiaries or obligating Oryx or any of its Subsidiaries ProLogis to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of Oryx ProLogis or any of its Subsidiaries (1) to repurchase, redeem or otherwise acquire any shares of beneficial interest or capital stock of Oryx ProLogis or any of its Subsidiaries, or (2) pursuant to which ProLogis or any of its Subsidiaries is or could be required to register ProLogis Common Shares or other securities under the Securities Act. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted LRC consists of (A) 250,000,000 90,000,000 shares of Oryx LRC Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, $.001 par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")value, and (C) 15,000,000 5,000,000 shares of Preferred Stock, $.001 par value $1.00 per share("LRC Preferred Stock"). As of March 14, none 1997, (i) 30,666,060 shares of LRC Common Stock were issued and outstanding, all of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable; (ii) no shares of LRC Preferred Stock were issued and outstanding; (iii) 0 shares of LRC Common Stock or LRC Preferred Stock were held in the treasury of LRC or by subsidiaries of LRC; and (iv) 4,145,420 shares of LRC Common Stock were reserved for future issuance pursuant to LRC's Amended 1981 Incentive Stock Option Plan, Amended 1984 Incentive Stock Plan, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than Amended 1991 Stock Option Plan (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx LRC Stock Option Plans"), LRC's 1996 Performance - Based Restricted Stock Plan (the "LRC Restricted Stock Plan") and LRC's Amended 1984 Employee Stock Purchase Plan (zthe "LRC Purchase Plan" and, together with the LRC Stock Option Plans and the LRC Restricted Stock Plan, the "LRC Stock Plans"). The shares reserved under the LRC Stock Plans include: (A) 0 shares reserved for issuance under the Oryx DebenturesAmended 1981 Stock Option Plan; (B) 111,198 shares reserved for issuance under the Amended 1984 Stock Option Plan, 111,198 of which were subject to or reserved for outstanding options and 0 of which were reserved for future option grants; (C) 3,378,927 shares reserved for issuance under the Amended 1991 Stock Option Plan, 3,076,148 of which were subject to or reserved for outstanding options and 302,779 of which were reserved for future option grants; (D) 120,117 shares reserved for issuance under the LRC Restricted Stock Plan, 0 of which were subject to outstanding awards and 120,117 of which were reserved for future issuance; and (E) 535,178 shares reserved for future issuance under the LRC Purchase Plan. Section 3.2(b) No change in such capitalization has occurred since such date other than the exercise and termination of outstanding stock options and restricted stock awards and the Oryx Disclosure Schedule sets forth a complete and correct listaccrual of rights under the LRC Purchase Plan, as of all in the Oryx Measurement Date, of the number of ordinary course. All shares of Oryx LRC Common Stock subject to Oryx issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. The shares of LRC Common Stock Options to be issued in the Merger will be, when issued in accordance with this Agreement, duly authorized, validly issued, fully paid and nonassessable. (b) LRC owns beneficially and of record, directly or through a subsidiary, all outstanding shares of capital stock of each of its subsidiaries (including 100% of the outstanding shares of Merger Sub Common Stock) free and clear of any security interest, claim, lien, pledge, right, voting trust or proxy or other rights to purchase encumbrance or receive Oryx Common Stock granted under the Oryx Benefit Plans restriction whatsoever. There are no obligations, contingent or otherwise, of LRC or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of LRC Common Stock or the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued of any LRC subsidiary or granted since make any investment (in the Oryx Measurement Date to the date form of this Agreementa loan, capital contribution or otherwise), in any such subsidiary or any other entity other than pursuant to guarantees of bank obligations of such subsidiaries entered into in the Oryx Stock Option Agreementordinary course of business. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iiic) Except as otherwise set forth in this Section 3.2(b3.2(a) or (b), as of the date of this Agreement, there are no equity securities of any class of LRC or its subsidiaries, or any securities exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2(a) or (b), there are no options, warrants, equity securities, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx LRC or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating Oryx LRC or any of its Subsidiaries, directly or indirectly, subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx LRC or any of its Subsidiaries subsidiaries or obligating Oryx LRC or any of its Subsidiaries subsidiaries to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, equity security, call, right, commitment, commitment or agreement, arrangement or undertaking. As and, to the knowledge of the date of this AgreementLRC, there are no outstanding obligations of Oryx voting trusts, proxies or any of its Subsidiaries other agreements or understandings with respect to repurchase, redeem or otherwise acquire any the capital shares of capital stock of Oryx LRC or any of its Subsidiariessubsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date")date hereof, the authorized capital stock of Oryx consisted Trenwick consists of (A) 250,000,000 30,000,000 shares of Oryx Common Stockcommon stock with a par value of $0.10 per share and 2,000,000 shares of preferred stock with a par value of $0.10 per share. As of December 15, 1999, (i) 17,388,981 shares of which 106,233,579 shares common stock were issued and outstanding, 17,468,095 (ii) no shares of common stock were held in the as treasury shares or by Subsidiaries of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)Trenwick, (Biv) 7,740,606 200,000 shares of Cumulative Preference Stock, par value $1.00 per share, none of which Series B Junior Participating Preferred Stock were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock shares of common stock pursuant to the Rights Agreement dated as of September 1124, 19901997 (the "Rights Agreement"), between Oryx Trenwick and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover First Chicago Trust Company)Company of New York, as Rights Agent, as amended and (v) no shares of preferred stock were issued or outstanding. Section 3.3(a) of the Trenwick Disclosure Letter sets forth each plan, arrangement or agreement pursuant to which options or stock appreciation rights with respect to Trenwick Shares may be granted or under which such options or stock appreciation rights have been granted and are outstanding (the "Oryx Rights AgreementTrenwick Option Plans"), ) and (C) 15,000,000 shares in the aggregate the maximum number of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital options and stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or appreciation rights outstanding as of the Oryx Measurement Date under date hereof and the Benefit class and number of Trenwick Shares reserved for issue pursuant to the Trenwick Option Plans (such options and rights being herein collectively referred to as the "Trenwick Options"), together with a listing of Oryxthe aggregate number of such Trenwick Options which shall vest at the Effective Time as a result of the Plan of Reorganization. All issued and Each of the outstanding shares of the capital stock of Oryx are duly authorizedeach Subsidiary of Trenwick, validly issuedother than the 110,000 redeemable preferred capital securities (liquidation amount $1,000 per security) issued by Trenwick Capital Trust I, fully paid and nonassessablea Delaware statutory business trust ("Trenwick Capital"), and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing as set forth in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b3.3(a) of the Oryx Trenwick Disclosure Schedule sets forth a complete Letter, is directly or indirectly owned by Trenwick, free and correct list, as clear of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreementall Liens. (iib) No Except as described in Section 3.3(b) of the Trenwick Disclosure Letter, no bonds, debentures, notes or other indebtedness of Oryx having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock stockholders may vote ("Oryx Voting Debt") of Trenwick or any of its Subsidiaries are issued or outstanding. (iiic) Except as otherwise set forth described in this Section 3.2(bSections 3.3(a), as (b) or (c) of the date of this AgreementTrenwick Disclosure Letter, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx Trenwick or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx Trenwick or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities any Voting Debt of Oryx Trenwick or any of its Subsidiaries or obligating Oryx Trenwick or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement . Except as set forth in this Agreement or undertaking. As in Section 3.3(c) of the date of this AgreementTrenwick Disclosure Letter, there are no outstanding contractual obligations of Oryx Trenwick or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Trenwick or any of its Subsidiaries. (ivd) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions Except as described in Sections 1.10(aSection 3.3(d) of the Trenwick Disclosure Letter or as specifically described in this Agreement and 5.13except for quarterly dividends in an amount not in excess of $0.26 per share, since September 30, 1999, Trenwick has not (i) made or agreed to make any share split or share dividend, or issued or permitted or agreed to permit to be issued any shares, or securities exercisable for or convertible into shares, of capital stock of Trenwick other than pursuant to and as required by the terms of any Trenwick Option; (ii) repurchased, redeemed or otherwise acquired any shares of capital stock of Trenwick; or (iii) declared, set aside, made or paid to the stockholders of Trenwick dividends or other distributions on the outstanding shares of capital stock of Trenwick.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted STI consists of (A) 250,000,000 10,000,000 shares of Oryx STI Common Stock, of which 106,233,579 5,405,247 shares were outstanding, 17,468,095 issued and outstanding and 0 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise as of the Oryx Stock Options or available for grant close of other rights to purchase or receive Oryx business on May 31, 1997. All of the outstanding shares of STI Common Stock granted under the Oryx Plans have been duly authorized and are validly issued, fully paid and nonassessable. As of May 31, 1997, there were not more than (as defined below), (BA) 7,740,606 5,000 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference STI Common Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx outstanding Redeemable Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank Purchase Warrants (as successor by merger to Manufacturers Hanover Trust Company"STI Redeemable Warrants"), as Rights Agenteach of which entitles the holder thereof to purchase one share of STI Common Stock for a price of $6.00 until November 3, as amended 1999, subject to earlier redemption by STI, (B) 24,000 shares of STI Common Stock reserved for issuance upon exercise of 8,000 outstanding Underwriters' Warrants, each of which entitles the "Oryx Rights Agreement")holder thereof to purchase one Unit, consisting of two shares of STI Common Stock and one Redeemable Warrant, until November 3, 1999, and (C) 15,000,000 400,000 shares of Preferred StockSTI Common Stock that STI was obligated to issue pursuant to STI's Amended and Restated 1994 Stock Option Plan and Outside Directors' Stock Option Plan (collectively, par value $1.00 per share, none the "STI Stock Plans"). Each of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of outstanding shares of the capital stock of Oryx or any other securities each of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are STI's Subsidiaries is duly authorized, validly issued, fully paid and nonassessablenonassessable and owned by STI or a direct or indirect wholly-owned subsidiary of STI, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock or other securities of STI or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of STI or any of its Subsidiaries, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no optionssecurities or obligation evidencing such rights are authorized, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No outstanding. STI does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Oryx which have the right to vote (or convertible into or exercisable for securities having the right to vote vote) with the stockholders of STI on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstandingmatter. (iiiii) Except as otherwise set forth in this Section 3.2(b)The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, as no par value per share, 100 all of which are validly issued and outstanding. All of the date issued and outstanding capital stock of this AgreementMerger Sub is, and at the Effective Time will be, owned by STI, and there are (A) no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, other shares of capital stock or other voting securities of Oryx Merger Sub, (B) no securities of Merger Sub convertible into or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any exchangeable for shares of capital stock or other voting securities of Oryx 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 date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its Subsidiariesformation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Amedisys consists of 60,000,000 shares of common stock, par value $0.001 per share (the “Amedisys Common Stock”), and 5,000,000 shares of preferred stock, par value $0.001 per share (the “Amedisys Preferred Stock”). At the close of business on May 1, 2023 (the “Measurement Date”), (A) 250,000,000 32,584,843 shares of Oryx Amedisys Common StockStock were issued and outstanding (for the avoidance of doubt, excluding shares of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were Amedisys Common Stock held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined belowAmedisys in its treasury), (B) 7,740,606 no shares of Cumulative Preference StockAmedisys Preferred Stock were issued and outstanding, par value $1.00 per share, none of which were outstanding and 120,000 (C) 5,410,666 shares of which have been designated Series A Junior Cumulative Preference Amedisys Common Stock and reserved for were held by Amedisys in its treasury, (D) 282,307 shares of Amedisys Common Stock were subject to issuance pursuant to Amedisys RSU Awards, (E) 134,948 shares of Amedisys Common Stock were subject to issuance pursuant to Amedisys PSU Awards (assuming satisfaction of any performance vesting conditions at maximum levels), (F) 263,373 shares of Amedisys Common Stock were subject to issuance upon exercise of the rights Amedisys Options, with a weighted average exercise price of $129.23 per share of Amedisys Common Stock, and (the "Oryx Rights"G) distributed to the holders 1,245,192 shares of Oryx Amedisys Common Stock were reserved for issuance pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 Amedisys ESPP. No shares of Preferred Stock, par value $1.00 per share, none Amedisys Common Stock are owned by any subsidiary of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of Amedisys. (ii) All outstanding shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (Amedisys are, and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding all shares of the capital stock of Oryx are Amedisys that may be issued as permitted by this Agreement or otherwise shall be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights. There were outstanding Except as of set forth in Section 4.1(c)(i) and except for changes since the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, resulting from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number issuance of shares of Oryx Amedisys Common Stock subject pursuant to Oryx Stock Options the settlement of Amedisys RSU Awards or other rights to purchase Amedisys PSU Awards or receive Oryx Common Stock granted under exercise of Amedisys Options, in each case, outstanding on the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to in accordance with their terms in effect on the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes Agreement or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this expressly permitted by Section 3.2(b5.1(a)(ii), as of the date of this Agreement, (A) there are no securitiesissued, optionsreserved for issuance or outstanding Equity Securities of Amedisys, warrants, calls, rights, commitments, agreements, arrangements or undertakings and (B) there are no outstanding obligations of any kind to which Oryx Amedisys or any of its Subsidiaries is a party subsidiaries to repurchase, redeem or by which otherwise acquire any Equity Securities of them is bound obligating Oryx Amedisys or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Securities of Amedisys. (iii) As of the date hereof, Amedisys has made available to OPCH a true and complete list of all outstanding Amedisys Equity Awards (the “Amedisys Equity Awards Capitalization Table”), including, the date of grant, the type of the award, the vesting schedule, whether subject to performance conditions, the number of shares of capital stock Amedisys Common Stock subject to such type of award (based on the aggregate number of shares granted on the grant date and vesting on the applicable vesting date and assuming satisfaction of any performance vesting conditions at maximum levels), and, for each Amedisys Option, the applicable exercise price and expiration date. Amedisys shall provide OPCH with an updated Amedisys Equity Awards Capitalization Table no later than five business days prior to the Effective Time. The terms of the Amedisys Stock Plans and the underlying award agreements permit the treatment of Amedisys Equity Awards described in Section 3.1(b). (iv) There are no stockholder agreements or voting trusts or other voting securities of Oryx agreements or understandings to which Amedisys or any of its Subsidiaries subsidiaries is a party with respect to the voting, or obligating Oryx restricting the transfer, of any Equity Securities of Amedisys or any of its Subsidiaries subsidiaries. Neither Amedisys nor its subsidiaries has granted any preemptive rights, anti-dilutive rights or rights of first refusal, registration rights or similar rights with respect to issueany Equity Securities of Amedisys or any of its subsidiaries that are in effect. Neither Amedisys nor any of its subsidiaries has any outstanding any bonds, grantdebentures, extend notes or enter other debtor obligations the holders of which have the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of Amedisys or any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. of its subsidiaries on any matter. (v) As of the date of this Agreement, there are is no outstanding obligations of Oryx stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which Amedisys or any of its Subsidiaries to repurchasesubsidiaries is subject, redeem party or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiariesbound. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Parent consists of (A) 250,000,000 800,000,000 shares of Oryx Parent Common Stock and 2,000,000 shares of preferred stock, par value $25.00 per share (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”), of which 106,233,579 325,000 shares have been designated as 5% Cumulative Convertible Series L Preferred Stock (the “Parent Series L Shares”). At the close of business on April 25, 2011, (i) 600,481,913 shares of Parent Common Stock were issued and outstanding, 17,468,095 of which 1,958,322 were Parent Restricted Shares, (ii) 9,434 shares of Parent Series L Shares were held in the treasury issued and outstanding, (iii) 323,698 shares of Oryx, 3,001,876 shares Parent Common Stock were held by a Subsidiary Parent in its treasury, (iv) 31,145,731 shares of OryxParent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plans, 5,111,438 of which 11,500,212 shares were issuable upon exercise of outstanding Parent Stock Options, (v) 108,809 shares of Parent Common Stock were reserved for issuance upon the conversion vesting of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15Parent RSUs, 2014 (the "Oryx Debentures"vi) and 7,135,302 12,864 shares of Parent Common Stock were reserved for issuance upon the exercise conversion of the Oryx Stock Options or available for grant Parent Series L Shares, (vii) 3,838,932 shares of other rights to purchase or receive Oryx Parent Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended Parent 2001 Employee Stock Purchase Plan (the "Oryx Rights Agreement"“Parent ESPP”), and (Cviii) 15,000,000 550,987 shares of Preferred Stock, par value $1.00 per share, none of which Parent Common Stock were outstanding, designated or reserved for issuanceissuance pursuant to the Parent Automatic Dividend Reinvestment and Stock Repurchase Service (the “Parent DRIP”). Since Except as set forth in this Section 3.03(a), at the Oryx Measurement Date close of business on April 25, 2011, no shares of capital stock or voting securities of, or other equity interests in, Parent were issued, reserved for issuance or outstanding. From the close of business on April 25, 2011 to the date of this Agreement, there have been no issuances by Parent of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, Parent other than the issuance of Parent Common Stock upon the exercise of Parent Stock Options outstanding at the close of business on April 25, 2011, and issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding under the Parent ESPP and Parent DRIP, in each case in accordance with their terms in effect as of the Oryx Measurement Date under the Benefit Plans of Oryx. April 25, 2011. (b) All issued and outstanding shares of Parent Capital Stock are, and, at the capital stock time of Oryx are issuance, all such shares that may be issued upon the exercise or vesting of Parent Stock Options or Parent RSUs or pursuant to the Parent Stock Plans, the Parent ESPP or the Parent DRIP will be, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class or issued in violation of, any purchase option, call option, right of capital stock is entitled to first refusal, preemptive rights. There were outstanding as right, subscription right or any similar right under any provision of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than Louisiana Business Corporation Law (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively“LBCL”), the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyParent Articles, the "Oryx Parent By-laws or any Contract to which Parent is a party or otherwise bound. The shares of Parent Common Stock Option Plans") constituting the Stock Consideration will be, when issued, duly authorized, validly issued, fully paid and (z) the Oryx Debentures. Section 3.2(b) nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwiseLBCL, the dates of grant and Parent Articles, the exercise prices thereofParent By-laws or any Contract to which Parent is a party or otherwise bound. No options Except as set forth above in this Section 3.03 or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date terms of this Agreement, there are no securitiesnot issued, optionsreserved for issuance or outstanding, warrants, calls, rights, commitments, agreements, arrangements or undertakings and there are not any outstanding obligations of any kind to which Oryx Parent or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Parent or any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other equity interests in, Parent or any Parent Subsidiary, (y) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, or any other obligation of Oryx Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, or (z) any rights issued by or other obligations of Parent or any Parent Subsidiary that are linked in any way to the price of any class of Parent Capital Stock or any shares of capital stock of any Parent Subsidiary, the value of Parent, any Parent Subsidiary or any part of Parent or any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Parent or any Parent Subsidiary. Except for acquisitions, or deemed acquisitions, of Parent Common Stock or other equity securities of Parent in connection with (i) the payment of the exercise price of Parent Stock Options with Parent Common Stock (including but not limited to in connection with “net exercises”), (ii) required tax withholding in connection with the exercise of Parent Stock Options, the vesting of Parent Restricted Shares or Parent RSUs and the vesting or delivery of other awards pursuant to the Parent Stock Plans and (iii) forfeitures of Parent Stock Options, Parent Restricted Shares and Parent RSUs, there are not any outstanding obligations of Parent or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Parent Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Oryx Parent or any Parent Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of its Subsidiariesthe immediately preceding sentence. There are no bonds, debentures, notes or other Indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote (“Parent Voting Debt”). Neither Parent nor any of the Parent Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Parent. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Decor consists of (A) 250,000,000 20,000,000 shares of Oryx Decor Common Stock and 35,000,000 shares of preferred stock, par value $.0001 per share ("Decor Preferred Stock"), 5,000,000 shares of which have been designated as "Series A Convertible Preferred Stock"; 20,000,000 shares of which have been designated as "Series B Non-Convertible Preferred Stock"; and 1,000,000 shares of which have been designated as "Series C Convertible Preferred Stock" (together with the Series A Convertible Preferred Stock, the "Decor Convertible Securities") At the close of which 106,233,579 business on December 31, 1997 (i) 1,709,176 shares of Decor Common Stock were issued and outstanding, 17,468,095 ; (ii) no shares were held in the treasury of Oryx, 3,001,876 shares Decor Common Stock were held by a Subsidiary Decor in its treasury; (iii) 250,000 shares of OryxSeries A Convertible Preferred Stock were issued and outstanding; (iv) 20,000,000 shares of Series B Non-Convertible Preferred Stock were issued and outstanding; (v) 54,934 shares of Series C Convertible Preferred Stock were issued and outstanding; (vi) 83,333 shares of Decor Common Stock were reserved for issuance pursuant to the Decor 1996 Stock Plan, 5,111,438 complete and correct copies of which have been delivered to Interiors (such plans, collectively, the "Decor Stock Plans"); (vii) 1,500,000 shares of Decor Common Stock were reserved for issuance upon the exercise of 1,500,000 Class A Warrants ; (viii) 250,000 shares of Decor Common Stock were reserved for issuance upon the conversion of Oryx's 7-1/2% 250,000 shares of Series A Convertible Subordinated Debentures due May 15, 2014 Preferred Stock ; (the "Oryx Debentures"ix) and 7,135,302 54,934 shares of Decor Common Stock were reserved for issuance upon the exercise conversion of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 54,934 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of C Convertible Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b3.1(c) of the Oryx Decor Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement DateMarch 31, 1998, of the number of shares of Oryx Decor Common Stock subject to Oryx Stock Options employee stock options or other rights to purchase or receive Oryx Decor Common Stock granted under the Oryx Benefit Decor Stock Plans or otherwise(collectively, "Decor Employee Stock Options"), the dates of grant and the exercise prices thereof. No All outstanding shares of capital stock of Decor are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in this Section 3.1(c), Section 3.1(c) of the Decor Disclosure Schedule and except for changes since March 31, 1998 resulting from the issuance of shares of Decor Common Stock pursuant to the Decor Employee Stock Options, the Decor Convertible Securities or as permitted by Section 4.1(a)(i)(y) and 4.1(a)(ii), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of Decor, (B) any securities of Decor or any Decor subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Decor, (C) any warrants, calls, options or warrants or other rights to acquire from Decor or any Decor subsidiary, and any obligation of Decor or any Decor subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date voting securities of this AgreementDecor, other than pursuant to the Oryx Stock Option Agreement. and (iiy) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings outstanding obligations of any kind to which Oryx Decor or any of its Subsidiaries is a party Decor subsidiary to repurchase, redeem or by which otherwise acquire any of them is bound obligating Oryx such securities or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstanding (A) securities of Decor or any Decor subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of Oryx or ownership interests in any Decor subsidiary, (B) warrants, calls, options or other rights to acquire from Decor or any Decor subsidiary, and any obligation of its Subsidiaries or obligating Oryx Decor or any of its Subsidiaries Decor subsidiary to issue, grantany capital stock, extend voting securities or enter other ownership interests in, or any securities convertible into or exchangeable or exercisable for any such securitycapital stock, optionvoting securities or ownership interests in, warrant, call, right, commitment, agreement, arrangement any Decor subsidiary or undertaking. As of the date of this Agreement, there are no outstanding (C) obligations of Oryx Decor or any of its Subsidiaries Decor subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Decor subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither Decor nor any Decor subsidiary is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of the Decor Employee Stock Options and the Decor Convertible Securities, antidilutive rights with respect to, any securities of the type referred to in the two preceding sentences. Other than the Decor subsidiaries and the shares of capital stock of Oryx Interiors held by Decor, Decor does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate material to Decor and its Subsidiariessubsidiaries as a whole. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Target consists of (Ai) 250,000,000 Twenty-Five Million (25,000,000) shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 .0001 per share, none of which there were Eight Million, Ninety-Eight Thousand, Nine Hundred Three (8,098,903) shares issued and outstanding and 120,000 One Hundred Ninety-Six Thousand, Thirty-Four (196,034) shares in treasury as of the close of business on December 31, 2000, and (ii) Five Million (5,000,000) shares of which have been designated Series A Junior Cumulative Preference Preferred Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to Target Preferred Stock" and, together with the holders of Oryx Target Common Stock pursuant to the Rights Agreement dated as of September 11Stock, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (----------------------- the "Oryx Rights AgreementTarget Stock"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were no shares are issued and outstanding, designated or reserved for issuance. Since As of the Oryx Measurement Date to the ------------ date of this Agreement, there have been are no issuances of other outstanding shares of the capital stock of Oryx or any other voting securities of Oryx Target and no outstanding commitments to issue any shares of capital stock or voting securities of Target other than issuances of shares (and accompanying Oryx Rights) pursuant to the exercise of options or rights and Purchase Rights outstanding as of the Oryx Measurement Date date hereof under the Benefit Plans of Oryx. Target Equity Plans. (b) All issued and outstanding shares of the capital stock of Oryx Target Common Stock are duly authorized, validly issued, fully paid and nonassessablenonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and no class of capital stock is entitled are not subject to preemptive rightsrights or rights of first refusal created by statute, the Certificate of Incorporation or the Bylaws of Target or any agreement to which Target is a party or by which it is bound. There All outstanding shares of Target Common Stock and Target Preferred Stock were outstanding as issued in compliance with all applicable federal and state securities laws. (c) As of February 16, 2001, Target had reserved (i) Two Million, Three Hundred Thirty-Nine Thousand, Eight Hundred Eighty-Five (2,339,885) shares of Target Common Stock for issuance to employees and consultants pursuant to the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights1993 Plan, (yii) options representing in One Hundred Thousand (100,000) shares of Target Common Stock for issuance to employees and consultants pursuant to the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive 1996 Plan, 1992 Long(iii) Sixty-Term Incentive Plan and 1997 Long-Term Incentive Plan Thousand (collectively60,000) shares of Target Common Stock under the Directors Option Plan, (iv) Four Hundred Fifty Thousand (450,000) shares of Target Common Stock for issuance to employees pursuant to the "Oryx Stock Option Plans") Target ESPP, and (zv) the Oryx Debentures. Section 3.2(bTwenty Thousand (20,000) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Target Common Stock subject to Oryx Stock Options for issuance upon exercise of out-of-plan stock options. Between September 30, 2000 and the date of this Agreement, Target has not issued any additional shares or granted any additional options under the Target Equity Plans or other rights to purchase or receive Oryx Common Stock granted under appreciation or compensation in respect of or in relation to Target Stock. Section 2.3 of the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b)Target Disclosure Schedule sets forth, as of the date of this Agreement, the number of outstanding options to purchase Target Common Stock, the maximum number of shares of Target Common Stock subject to Purchase Rights under the Target ESPP, and all other rights to acquire shares of Target Common Stock pursuant to the Target Equity Plans and the applicable exercise and/or purchase prices. Section 2.3 of the Target Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of all holders of (i) outstanding options under each of the Target Stock Option Plans, including the number of shares of Target Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option, (ii) outstanding Purchase Rights under the Target ESPP, including the number of shares of Target Common Stock subject to each such Purchase Right, the next exercise date and the purchase price per share. On the Closing Date, Target shall deliver to Acquiror an updated Section 2.3 of the Target Disclosure Schedule that contains information of the type referred to in the preceding sentence that is current as of a date as close to the Closing Date as is reasonably practicable. All outstanding options to purchase Target Common Stock have been duly authorized by the Target Board of Directors or a committee thereof, are validly issued, and were issued in compliance with all applicable federal and state securities laws. (d) Target has not taken any action that would result in the accelerated vesting, exercisability or payment of any options to purchase Target Common Stock as a consequence of the execution of, or consummation of the transactions contemplated by, this Agreement. The Merger will not accelerate the vesting, exercisability or payment of Assumed Options or the shares of Acquiror Common Stock that will be subject to those options upon Acquiror's assumption of the Assumed Options in the Merger. (e) Except (i) for the rights created pursuant to this Agreement and (ii) for or with respect to rights granted under the Target Equity Plans, as of the date of this Agreement there are no securities, options, warrants, calls, rights, commitments, agreements, agreements or arrangements or undertakings of any kind character to which Oryx Target or any of its Subsidiaries Target Subsidiary is a party or by which Target or any of them Target Subsidiary is bound obligating Oryx relating to the issued or unissued capital stock of Target or any of its Subsidiaries, directly Target Subsidiary or indirectly, obligating Target or any Target Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, repurchased or redeemed, any shares of capital stock or other voting securities of Oryx Target or any of its Subsidiaries Target Subsidiary or obligating Oryx Target or any of its Subsidiaries Target Subsidiary to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. . (f) As of the date of this Agreement, there are no outstanding obligations contracts, commitments or agreements relating to rights of Oryx refusal, co-sale rights or registration rights granted by Target with respect to any shares of Target capital stock. (g) As of the date of this Agreement, there are no contracts, commitments or agreements relating to voting of Target's capital stock (i) between or among Target and any of its Subsidiaries stockholders and (ii) to repurchasethe knowledge of Target, redeem between or otherwise acquire any shares of capital stock of Oryx or among any of its SubsidiariesTarget's stockholders or between or among any of Target's stockholders and any third party, except for the stockholders delivering Irrevocable Proxies (as defined below). True and complete copies of all Target Stock Option Plans and forms of stock option agreements thereunder have been made available to Acquiror and such Target Stock Option Plans and agreements have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such Target Stock Option Plans and agreements in any case from the form publicly filed by Target on or prior to February 8, 2001. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8April 30, 1998 (the "Oryx Measurement Date")1998, the authorized capital stock of Oryx Purchaser consisted of (Aa) 250,000,000 shares an unlimited number of Oryx Common StockPurchaser Shares, of which 106,233,579 346,301,125 shares were outstanding and (b) an unlimited number of first preferred shares and second preferred shares, each without nominal or par value, of which no shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date April 30, 1998 to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx Purchaser or any other securities of Oryx other than issuances Purchaser, except for the issuance of shares Purchaser Shares in an amount not exceeding 1,000,000 Purchaser Shares in connection with the exercise of options and the conversion of Liquid Yield Option Notes issued by a Subsidiary of Purchaser (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx"LYON▇"). All issued and outstanding shares of the capital stock of Oryx Purchaser Shares are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of Purchaser is entitled to preemptive rights, other than as provided by Law. There were outstanding as of the Oryx Measurement Date April 30, 1998 no options, warrants or other rights rights, agreements, arrangements or commitments to acquire capital stockstock from Purchaser, directly or indirectly, from Oryx other than (x) the Oryx Rights, (ya) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") 38,578,917 Purchaser Shares and (zb) the Oryx DebenturesLYON▇, ▇▇ich were convertible into an aggregate of 313,961 Purchaser Shares. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options Other than options or warrants or other rights to purchase or receive Oryx Common Stock granted under acquire no more than 50,000 Purchaser Shares in the Oryx Benefit Plans or otherwiseaggregate, since April 30, 1998 to the dates date of grant and the exercise prices thereof. No this Agreement, no options or warrants or other rights to acquire capital stock from Oryx Purchaser have been issued or granted since the Oryx Measurement Date and no agreements or commitments have been entered into by Purchaser to the date issue capital stock of this Agreement, other than pursuant to the Oryx Stock Option AgreementPurchaser. (ii) All issued and outstanding shares of capital stock, partnership interests, membership interests, joint venture interests and other equity interests of each of Purchaser's material Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by Purchaser or another Subsidiary of Purchaser free and clear of all Encumbrances, in each case other than as provided 40 33 by Law or the terms of any applicable partnership or similar agreement as in effect on the date hereof. (iii) No bonds, debentures, notes or other indebtedness of Oryx Purchaser having the right to vote on any matters on which holders of capital stock shareholders may vote ("Oryx Voting Debt") are issued or outstanding. (iiiiv) Except as otherwise set forth in this Section 3.2(b)3.3(e) or as permitted by this Agreement, as and other than, in the case of Purchaser's non-material Subsidiaries, pursuant to the terms of any partnership or similar agreement in effect on the date of this Agreementhereof, and other than as provided by Law, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx Purchaser or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx Purchaser or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or other voting securities of Oryx Purchaser or any of its Subsidiaries or obligating Oryx Purchaser or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As There are no commitments, agreements, arrangements or undertakings of any kind relating to Purchaser's right to vote or dispose of shares or other voting securities of Purchaser or its Subsidiaries, other than, in the case of its Subsidiaries, pursuant to the terms of the articles of organization, by-laws or other organizational document of such entity (including such entity's partnership agreement, if such entity is a partnership) in effect on the date of hereof, and other than as provided by Law. Except as permitted by this Agreement, there are no outstanding obligations of Oryx Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares or other equity interests of capital stock of Oryx Purchaser or any of its Subsidiaries, other than, in the case of non-material Subsidiaries, pursuant to the terms of its articles of organization, by-laws or other organizational document of such entity (including such entity's partnership agreement if such entity is a partnership) in effect on the date hereof, and other than as provided by Law. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8December 16, 1998 (the "Oryx Measurement Date")1999, the authorized capital stock of Oryx PNU consisted of (A) 250,000,000 1,500,000,000 shares of Oryx PNU Common Stock, Stock of which 106,233,579 519,388,807 shares were outstanding, 17,468,095 outstanding and 8,353 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") PNU and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 100,000,000 shares of Cumulative Preference Preferred Stock, par value $1.00 0.01 per share, none of which were outstanding and 120,000 (1) 7,500 shares of which have been designated as Series A Junior Cumulative Preference Convertible Perpetual Preferred Stock, par value $0.01 per share (the "PNU Convertible Preferred Stock"), of which 6,697.920285 (as of December 15, 1999) shares of PNU Convertible Preferred Stock were outstanding, and (2) 5,193,888 shares have been authorized as Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "Oryx PNU Rights") distributed to the holders of Oryx PNU Common Stock pursuant to the Rights Agreement dated as of September 11March 4, 1990, 1997 between Oryx PNU and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover ▇▇▇▇▇▇ Trust Company)& Savings Bank, as Rights Agent, as amended Agent (the "Oryx PNU Rights Agreement"). As of December 16, and (C) 15,000,000 1999, PNU had reserved or has available 9,711,984 shares of PNU Common Stock for issuance upon conversion of the PNU Convertible Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date December 16, 1999 to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx PNU or any other securities of Oryx PNU other than issuances of shares (and accompanying Oryx PNU Rights) upon conversion of the PNU Convertible Preferred Stock or pursuant to options or rights outstanding as of the Oryx Measurement Date December 16, 1999 under the Benefit Plans of OryxPNU Stock Incentive Plans. All issued and outstanding shares of the capital stock of Oryx PNU are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date December 16, 1999 no options, warrants or other rights to acquire capital stock, directly or indirectly, stock from Oryx PNU other than (x) the Oryx PNU Rights, (y) the PNU Convertible Preferred Stock and (z) options and other rights representing in the aggregate the right to purchase no more than 2,659,709 26, 770, 608 shares of PNU Common Stock (collectively, the "Oryx PNU Stock Options") (including stock appreciation rights (the "PNU SARs") and deferred shares of PNU Common Stock (the "PNU Deferred Shares")), in each case granted under Oryx's the Pharmacia & Upjohn, Inc. Long-Term Incentive Plan, 1992 Long-Term Incentive the Pharmacia & Upjohn, Inc. Equity Compensation Plan and 1997 Long-Term Incentive the Pharmacia & Upjohn, Inc. Directors Equity Compensation and Deferral Plan (collectively, the "Oryx PNU Stock Option Incentive Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof). No options or warrants or other rights to acquire capital stock from Oryx PNU have been issued or granted since the Oryx Measurement Date December 16, 1999 to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx PNU having the right to vote on any matters on which holders stockholders of capital stock PNU may vote ("Oryx PNU Voting Debt") are issued or outstanding. (iii) Except for the 12% Senior Convertible Notes of Sugen, Inc. due 2002 and warrants to acquire $2,656,250 principal amount of such 12% Senior Convertible Notes or as otherwise set forth in this Section 3.2(b3.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx PNU or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx PNU or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx PNU or any of its Subsidiaries or obligating Oryx PNU or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx PNU or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx PNU or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 35,062,202 shares, of which 16,500,000 are shares of Oryx Class A Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 16,500,000 are shares of Cumulative Preference Class B Common Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 2,062,202 are shares of Preferred Stock, par value $1.00 per shareof which 750,000 Shares have been designated Class A Convertible Preferred Stock, none (C) 545,702 Shares have been designated Class A Series 2 Convertible Preferred Stock, (D) 350,000 Shares have been designated Class A Series 3 Convertible Preferred Stock and (E) 416,500 Shares have been designated Class A Series 4 Convertible Preferred Stock. As of the close of business on April 24, 2015 (the “Measurement Date”), (AA) 4,670,151 Shares of Class A Common Stock (including 2,000 non-vested Shares of Class A Common Stock outstanding under the Company’s 2013 Non-Employee Director Restricted Stock Plan and all other equity incentive plans for non-employee directors (collectively, the “Company Equity Plans”)), (BB) 750,000 Shares of Class A Convertible Preferred Stock, (CC) 545,585 Shares of Class A Series 2 Convertible Preferred Stock, (DD) 350,000 Shares of Class A Series 3 Convertible Preferred Stock and (EE) 416,500 Shares of Class A Series 4 Convertible Preferred Stock, were issued and outstanding, all of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessablenonassessable and were issued free of preemptive rights, and (X) no class shares of capital stock is entitled to preemptive rights. There Class B Common Stock were issued and outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (zY) no shares were held by the Oryx DebenturesCompany in its treasury. Section 3.2(b) of the Oryx Disclosure Schedule sets Except as set forth a complete and correct listabove, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options there were no preemptive or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securitiesoutstanding rights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, restricted stock units, redemption rights, repurchase rights, agreements, arrangements arrangements, calls or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx commitments that obligate the Company or any of its Subsidiaries to issue, grantor sell, extend or enter repurchase, or make payments based on the value of, any Shares or other equity securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any such securityPerson a right to subscribe for or acquire, optionany Shares or other equity securities of the Company (“Contingent Company Equity”). Other than Preferred Stock, warrantthere are no outstanding securities, callbonds, rightdebentures, commitmentnotes or indebtedness of the Company having the right to vote (or convertible into, agreementor exchangeable for, arrangement or undertakingsecurities having the right to vote) on any matter on which holders of shares of Common Stock are entitled to vote. As of From the Measurement Date through the date of this Agreement, neither the Company nor any of its Subsidiaries has issued any Contingent Company Equity or any Shares, other than upon conversion of Preferred Stock outstanding as of the Measurement Date in accordance with the terms of the Preferred Stock, if applicable. There are no outstanding contractual obligations of the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries is currently required, or may in the future be required, to register Shares or other securities under the Securities Act of 1933, as amended (the “Securities Act”). All dividends or distributions on the Common Stock or Preferred Stock that have been declared prior to the date hereof have been paid in full. (ii) Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors’ qualifying shares (or a nominal amount of shares held pursuant to similar requirements in various jurisdictions), owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim, option to purchase or otherwise acquire any interest or other encumbrance (each, a “Lien”) except for such transfer restrictions of general applicability as may be provided under the Securities Act, and other applicable securities Laws. Except as set forth above, there are no preemptive or other outstanding obligations of Oryx rights, options, warrants, conversion rights, stock appreciation rights, restricted stock units, redemption rights, repurchase rights, agreements, arrangements, calls or commitments that obligate the Company or any of its Subsidiaries to issue, or sell, or repurchase, redeem or otherwise acquire make payments based on the value of, any shares or other equity securities of any of the Subsidiaries of the Company 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 any Subsidiary of the Company. None of the Company or its Subsidiaries owns directly or indirectly any capital stock or other equity securities of Oryx any other Person (other than a Subsidiary of the Company). All dividends or distributions on the equity securities of any Subsidiary of its Subsidiariesthe Company that have been declared prior to the date hereof have been paid in full. (iviii) No actionAs of the date hereof, consent or approval by any holder the Listed Stockholders hold of Oryx Stock Options or Oryx Debentures is required in connection with record Shares representing approximately 83.4% of the actions described in Sections 1.10(a) and 5.13voting power of the outstanding Shares, voting together as a single class.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted OSI consists of (A) 250,000,000 30,000,000 shares of Oryx OSI Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, $.0001 par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")value, and (C) 15,000,000 3,000,000 shares of Preferred Stock▇▇▇▇▇, $.▇▇▇▇ par value $1.00 per share("OSI Preferred Stock"). As of March 14, none 1997, (i) 7,647,962 shares of OSI Common Stock were issued and outstanding, all of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, ; (ii) no shares of OSI Preferred Stock were issued and outstanding; (iii) no class shares of capital stock is entitled to preemptive rights. There OSI Common Stock or OSI Preferred Stock were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing held in the aggregate treasury of OSI or by subsidiaries of OSI; and (iv) 3,500,599 shares of OSI Common Stock were reserved for future issuance pursuant to the right OSI Stock Plans, including (A) 1,234,431 shares reserved for issuance under the 1992 Stock Option Plan, 1,148,421 of which were subject to purchase no more than 2,659,709 or reserved for outstanding options and 86,010 of which were reserved for future option grants; (collectivelyB) 125,000 shares reserved for issuance under the 1995 Director Stock Option Plan, 55,000 of which were subject to or reserved for outstanding options and 70,000 of which were reserved for future option grants; (C) 2,000,000 shares reserved for issuance under the "Oryx Stock Options") under Oryx's Long-Term 1996 Equity Incentive Plan, 1992 Long-Term Incentive Plan 800,000 of which were subject to or reserved for outstanding options and 1997 Long-Term Incentive Plan 1,200,000 of which were reserved for future issuance; (collectivelyD) 141,168 shares reserved for future issuance under the OSI Purchase Plan; and (E) 98,000 shares reserved for issuance pursuant to exercise of warrants, the "Oryx Stock Option Plans") material terms of which warrants are described in the OSI Disclosure Letter. No change in such capitalization has occurred since such date other than the exercise and (z) termination of outstanding stock options and the Oryx Debenturesaccrual of rights under the OSI Purchase Plan, all in the ordinary course. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of All shares of Oryx OSI Common Stock subject to Oryx issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. The terms of the OSI Stock Options Option Plans permit the assumption or other substitution of options to purchase LRC Common Stock as provided in this Agreement, without the consent or approval of the holders of such securities, the OSI stockholders, or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for those options. The terms of the OSI Purchase Plan permit the conversion of participants' rights thereunder to purchase OSI Common Stock into rights to purchase LRC Common Stock, as described in Section 5.10(b), without the consent or receive Oryx Common Stock granted approval of such participants or the OSI stockholders, or otherwise and without any acceleration of the exercise schedule in effect for such rights. The current two-year "offering period" under the Oryx Benefit Plans or otherwiseOSI Purchase Plan commenced on February 1, 1997 and, except for the dates of grant and purchase rights granted on such commencement date to participants in the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreementcurrent offering period, there are no other purchase rights or options outstanding under the OSI Purchase Plan. True and complete copies of all agreements and instruments relating to or issued under the OSI Stock Option Plans or OSI Purchase Plan have been made available to LRC and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form made available to LRC. (b) OSI owns beneficially and of record, directly or through a subsidiary, all outstanding shares of capital stock of each of its subsidiaries free and clear of any security interest, claim, lien, pledge, right, voting trust or proxy or other encumbrance or restriction whatsoever. There are no obligations, contingent or otherwise, of OSI or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of OSI Common Stock or the capital stock of any OSI subsidiary or make any investment (in the form of a loan, capital contribution or otherwise), in any such subsidiary or any other entity other than guarantees of bank obligations of such subsidiaries entered into in the ordinary course of business. (c) Except as set forth in Section 2.2(a) or (b), there are no equity securities of any class of OSI or its subsidiaries, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 2.2(a) or (b), there are no options, warrants, equity securities, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx OSI or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating Oryx OSI or any of its Subsidiaries, directly or indirectly, subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx OSI or any of its Subsidiaries subsidiaries or obligating Oryx OSI or any of its Subsidiaries subsidiaries to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, equity security, call, right, commitment, commitment or agreement, arrangement or undertaking. As and to the knowledge of OSI, except for the date of Voting Agreements and related proxies contemplated by this Agreement, there are no outstanding obligations of Oryx voting trusts, proxies or any of its Subsidiaries other agreements or understandings with respect to repurchase, redeem or otherwise acquire any the capital shares of capital stock of Oryx OSI or any of its Subsidiariessubsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date")date hereof, the authorized capital stock of Oryx Parent consisted of (A) 250,000,000 shares of Oryx Common StockClass A Ordinary Shares, par value $1.00 per share ("Parent Class A Shares"), of which 106,233,579 6,000 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 Class B Ordinary Shares, par value $1.00 per share ("Parent Class B Shares"), of which 6,000 shares were outstanding, (C) Class C Ordinary Shares, par value $1.00 per share ("Parent Class C Shares" and together with Parent Class A Shares and Parent Class B Shares, the "Parent Voting Ordinary Shares"), of Cumulative Preference Stockwhich 6,153 shares were outstanding, (D) Class D Non-Voting Ordinary Shares, par value $1.00 per share, of which 740.658 shares were outstanding, and (E) Class E Non-Voting Ordinary Redeemable Shares, par value $1.00 per share, of which zero shares were outstanding. As of the Effective Time and prior to the issuance of the Merger Consideration, the amended constitutive documents of Parent attached to the Parent Recapitalization Agreement shall have become effective, the Parent Recapitalization shall have occurred and the authorized capital stock of Parent shall consist of (x) 100,000,000 Parent Ordinary Shares, of which 6,139,425 shares will be outstanding, (y) 6,000,000 non-voting ordinary shares, par value $1.00 per share, of which 2,972,892 will be outstanding, and (z) 50,000,000 preferred shares, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryxwill be issued. All issued and outstanding shares of the capital stock of Oryx Parent are, and when Parent Ordinary Shares are issued in the Merger or upon exercise of Company Stock Options converted in the Merger pursuant to Section 1.9, such shares will be, duly authorized, validly issued, fully paid and nonassessable, non-assessable and no class free of capital stock is entitled to any preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b3.1(b), as of contemplated by Section 1.8, Section 1.9, Section 1.10 and pursuant to the date of this AgreementParent Recapitalization, there are no securities, options, warrants, calls, rights, rights commitments, agreements, arrangements or undertakings of any kind outstanding or to which Oryx Parent or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx Parent or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx Parent or any of its Subsidiaries or obligating Oryx Parent or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of Except pursuant to the date of this AgreementParent Recapitalization, there are no outstanding obligations of Oryx Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Parent or any of its Subsidiaries. There are no outstanding obligations of Parent or any of its Subsidiaries to provide funds or make any investment in any of its Subsidiaries or any other entity, nor has Parent or any of its Subsidiaries granted or agreed to grant to any Person any stock appreciation rights or similar equity based rights. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted CTWS consists of (Ai) 250,000,000 25,000,000 CTWS Common Shares, (ii) 50,000 shares of Oryx Common Stockcumulative preferred stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 $16 par value (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below“CTWS $16 Par Preferred Shares”), (Biii) 7,740,606 15,000 shares of Cumulative Preference Stockcumulative preferred stock, $20 par value (“CTWS $1.00 per share20 Par Preferred Shares”), (iv) 400,000 shares of cumulative preferred stock, $25 par value (“CTWS $25 Par Preferred Shares”), and (v) 1,000,000 shares of preference stock, $1 par value (“CTWS $1 Par Preference Shares”) ((ii) though (v), collectively, the “CTWS Preferred Shares”, and together with the CTWS Common Shares, the “CTWS Capital Stock”). At the close of business on March 12, 2018: (i) (w) 11,861,315 CTWS Common Shares were issued and outstanding, none of which were outstanding subject to vesting or other forfeiture conditions or repurchase by CTWS, (x) no CTWS Common Shares were held in CTWS’s treasury, (y) 295,895 CTWS Common Shares were reserved and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved available for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")CTWS Dividend Reinvestment Plan, and (Cz) 15,000,000 221,343 CTWS Common Shares were reserved and available for issuance pursuant to the CTWS Stock Plans, of which 22,071 shares were issuable upon the vesting of outstanding CTWS Restricted Share Units and CTWS Performance Share Units; (ii) (x) 29,499 CTWS $16 Par Preferred Stock, par value $1.00 per shareShares were issued and outstanding, none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS and (y) no CTWS $16 Par Preferred Shares were held in CTWS’s treasury; (iii) (x) 15,000 CTWS $20 Par Preferred Shares were issued and outstanding, designated none of which were subject to vesting or other forfeiture conditions or repurchase by CTWS and (y) no CTWS $20 Par Preferred Shares were held in CTWS’s treasury; (iv) (x) no CTWS $25 Par Preferred Shares were issued and outstanding and (y) no CTWS $25 Par Preferred Shares were held in CTWS’s treasury; and (v) (x) no CTWS $1 Par Preference Shares were issued and outstanding and (y) no CTWS $1 Par Preference Shares were held in CTWS’s treasury. Except as set forth in this Section 4.03(a), at the close of business on March 12, 2018, no shares of capital stock or voting securities of, or other equity interests in, CTWS were issued, reserved for issuanceissuance or outstanding. Since From the Oryx Measurement Date close of business on March 12, 2018, to the date of this Agreement, there have been no issuances by CTWS of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, CTWS, other than issuances the issuance of shares CTWS Common Stock upon the settlement of CTWS Restricted Share Units and CTWS Performance Share Units in each case outstanding at the close of business on March 12, 2018, and in accordance with their terms in effect at such time. (and accompanying Oryx Rightsb) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of CTWS Capital Stock are, and all shares of CTWS Capital Stock that may be issued upon the capital stock settlement of Oryx are CTWS Performance Share Units will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class of capital stock is entitled to preemptive rights. There were outstanding as or issued in violation of, any provision of the Oryx Measurement Date no options, warrants CBCA or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyLaw, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyCTWS Charter, the "Oryx CTWS Bylaws or any Contract to which CTWS or any CTWS Subsidiary is a party or otherwise bound (including the CTWS Stock Option Plans") and (z) the Oryx Debentures). Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth above in this Section 3.2(b), as of the date of 4.03 or pursuant to this Agreement, there are not issued, reserved for issuance or outstanding, and there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings outstanding obligations of any kind to which Oryx CTWS or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, CTWS Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, shares of (x) any capital stock or other voting securities of Oryx of, or other equity interests in, CTWS or any of its Subsidiaries or obligating Oryx CTWS Subsidiary or any securities of its Subsidiaries CTWS or any CTWS Subsidiary convertible into or exchangeable or exercisable for any capital stock or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary, (y) any warrants, calls, options or other rights to acquire from CTWS or any CTWS Subsidiary, or any other obligation of CTWS or any CTWS Subsidiary to issue, grantdeliver or sell, extend or enter into cause to be issued, delivered or sold, any such securitycapital stock or voting securities of, optionor other equity interests in, warrantCTWS or any CTWS Subsidiary or (z) any rights issued by or other obligations of CTWS or any CTWS Subsidiary that are linked in any way to the price of any capital stock or voting securities of, callor other equity interests in, rightCTWS or any CTWS Subsidiary, commitmentthe value of CTWS, agreementany CTWS Subsidiary or any part of CTWS or any CTWS Subsidiary or any dividends or other distributions declared or paid on any capital stock or voting securities of, arrangement or undertakingother equity interests in, CTWS or any CTWS Subsidiary. As of Except pursuant to the date of this AgreementCTWS Stock Plans, there are no not any outstanding obligations of Oryx CTWS or any of its Subsidiaries CTWS Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or voting securities of, or other equity interests in, CTWS or any CTWS Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of its Subsidiariesthe immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of CTWS having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of CTWS may vote (collectively, “CTWS Voting Debt”). Neither CTWS nor any CTWS Subsidiary 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, CTWS. Except for this Agreement, neither CTWS nor any CTWS Subsidiary is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of CTWS or any CTWS Subsidiary. All CTWS Restricted Share Units, CTWS Performance Share Units and CTWS Performance Cash Units outstanding as of the date of this Agreement may, pursuant to their terms, be treated in accordance with Section 6.05. (ivc) No actionSection 4.03(c) of the CTWS Disclosure Letter sets forth a true and complete list of all CTWS Restricted Share Units, consent CTWS Performance Share Units, and CTWS Performance Cash Units outstanding as of March 12, 2018, setting forth the holder’s participation identification number, the number of shares (as applicable) subject to each award, the grant date and vesting schedule with respect to each award, the plan under which each such award was granted and whether such award is subject to any deferral or approval by any holder is otherwise subject to Section 409A of Oryx Stock Options the Code. (d) The representations and warranties set forth in this Section 4.03 shall be made as of the Original Execution Date; provided, that, with respect to the A&R Merger Agreement, as of the A&R Execution Date, and with respect to this Amended and Restated Agreement, as of the Execution Date, Section 4.03(a)(ii) is amended and restated as follows: “(x) 29,499 CTWS $16 Par Preferred Shares were redeemed on May 4, 2018 and are no longer outstanding and (y) no CTWS $16 Par Preferred Shares are issued and outstanding or Oryx Debentures held in CTWS’s treasury”; provided, further, that, with respect to the A&R Merger Agreement, as of the A&R Execution Date, and with respect to this Amended and Restated Agreement, as of the Execution Date, Section 4.03(a)(iii) is required amended and restated as follows: “(x) 15,000 CTWS $20 Par Preferred Shares were redeemed on May 4, 2018 and are no longer outstanding and (y) no CTWS $20 Par Preferred Shares are issued and outstanding or held in connection with the actions described in Sections 1.10(a) and 5.13CTWS’s treasury.”

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted MI Corp. consists of 700,000,000 shares of MI Common Stock and 5,000,000 shares of Preferred Stock (the “MI Preferred Stock”) of which, as of this date hereof, 2,000,000 shares of the MI Preferred Stock have been designated Series A Convertible Preferred Stock. At the close of business on March 28, 2007 (the “Capitalization Date”), (A) 250,000,000 256,673,530 shares of Oryx MI Common StockStock were issued and outstanding, all of which 106,233,579 were validly issued, fully paid and nonassessable (subject to the personal liability which may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL for debts incurred prior to June 14, 2006 (for debts incurred on or after such date, Section 180.0622(2)(b) of the WBCL has been repealed) owing to employees for services performed, but not exceeding six months’ service in any one case) and free of preemptive rights, (B) no shares of MI Preferred Stock were issued or outstanding, 17,468,095 (C) 5,298,894 shares of MI Common Stock were held in the treasury of Oryx, 3,001,876 MI Corp.; (D) 17,644,536 shares were held by a Subsidiary of Oryx, 5,111,438 shares MI Common Stock were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 pursuant to outstanding options (the "Oryx Debentures"“MI Options”) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx MI Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx plans and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (Cagreements listed in Section 4.2(b)(i) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 MI Disclosure Schedule (collectively, the "Oryx “MI Option Plans”); (E) 824,682 shares of MI Common Stock Options"were reserved for issuance pursuant to MI Corp.’s Amended and Restated 2000 Employee Stock Purchase Plan (the “MI Stock Purchase Plan”); (F) under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan the issued and 1997 Long-Term Incentive Plan outstanding MI Common Stock included 601,620 restricted shares issued to employees of MI Corp. (the “MI Restricted Stock”) pursuant to the plans and agreements listed in Section 4.2(b)(i) of the MI Disclosure Schedule (collectively, the "Oryx “MI Restricted Stock Option Plans") ”); and (zG) 10,800,000 shares of Common Stock were reserved for issuance pursuant to units of Common SPACES issued by MI Corp. and an Affiliate thereof (the Oryx Debentures“MI SPACES Plan”). Section 3.2(b) Except as set forth in the preceding sentence and except for shares reserved for issuance pursuant to outstanding registration statements of MI Corp., and additional shares issuable upon anti-dilution adjustment of the Oryx Disclosure Schedule sets forth a complete and correct listMI SPACES Plan, as of the Oryx Measurement Capitalization Date, of the number of (x) no shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or other voting securities of MI Corp. were issued, reserved for issuance or outstanding. , and (iiiy) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements puts or undertakings of any kind Contracts to which Oryx MI Corp. or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx MI Corp. or any of its Subsidiaries to issue, deliver, sell or redeem or otherwise acquire, or cause to be issued, delivered, sold or redeemed or otherwise acquired, any additional shares of capital stock or MI Voting Debt (or any securities convertible or exercisable or exchangeable for shares of capital stock of MI Corp. or any of its Subsidiaries or MI Voting Debt) of MI Corp. or any of its Subsidiaries or obligating MI Corp. or any of its Subsidiaries to grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement put or undertakingContract. As of the date Capitalization Date, the MI Stock Option Plans, MI Stock Purchase Plan and the MI Restricted Stock Plans are the only benefit plans of this Agreement, there are no outstanding obligations of Oryx MI Corp. or any of its Subsidiaries to repurchase, redeem or otherwise acquire under which any shares of capital stock of Oryx MI Corp. or any of its Subsidiaries are issuable or which provide for stock appreciation rights or other rights the value of which is determined in whole or in part by reference to the value of securities of MI Corp. or any of its Subsidiaries. Each share of MI Common Stock which may be issued pursuant to any MI Option Plan, MI Stock Purchase Plan, MI Restricted Stock Plan or MI SPACES Plan has been duly authorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid and nonassessable and free of preemptive rights. (ii) Except as set forth in clause (i) above, as of the Capitalization Date, no bonds, debentures, notes or other indebtedness of MI Corp. having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which shareholders of MI Corp. may vote (“MI Voting Debt”) are issued or outstanding. (iii) Other than the Transaction Agreements, as of the date hereof, there are no shareholder agreements, voting trusts or other Contracts to which MI Corp. is a party or by which it is bound relating to the voting or transfer of any shares of capital stock of MI Corp. (iv) No actionThe authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock, consent or approval all of which are owned beneficially and of record by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) MVT Holding and 5.13are validly issued, fully paid and nonassessable.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Realty Income consists of (A) 250,000,000 740,200,000 shares of Oryx Realty Income Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 69,900,000 shares of Cumulative Preference preferred stock, par value $0.01 per share. The authorized capital stock of Merger Sub 1 consists of 1,000 shares of Merger Sub 1 Common Stock, par value $1.00 0.0001 per share, none . The authorized capital of which were outstanding and 120,000 shares Merger Sub 2 consists of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of 100% membership interests. From the rights (the "Oryx Rights") distributed date hereof until immediately prior to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11Merger, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares all of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stockequity interests of Merger Sub 1 and Merger Sub 2 shall be owned, directly or indirectly, from Oryx other than (x) by Realty Income. As of the Oryx Rightsclose of business on April 23, 2021, (yA) options representing (i) 373,514,747 shares of Realty Income Common Stock were issued and outstanding (including the shares subject to Realty Income Restricted Stock Awards included in clause (iii) below), (ii) 742,460 shares of Realty Income Common Stock were reserved for issuance pursuant to future awards under the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Realty Income Management Incentive Plan, 1992 Long-Term the Realty Income 2003 Stock Incentive Plan Award Plan, and 1997 Long-Term the Realty Income Corporation 2012 Incentive Award Plan (collectively, the "Oryx “Realty Income Equity Plans”), (iii) 221,915 shares of Realty Income Common Stock Option Plans"were subject to Realty Income Restricted Stock Awards, (iv) 674,997 shares of Realty Income Common Stock were subject to Realty Income Performance Share Awards (assuming maximum performance for any such awards that are subject to performance-based vesting), (v) 24,854 shares of Realty Income Common Stock were subject to Realty Income RSU Awards, and (zvi) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of no shares of Oryx Realty Income Common Stock were held by Subsidiaries of Realty Income and (B) no shares of Realty Income preferred stock were issued and outstanding. All outstanding shares of Realty Income Common Stock have been duly authorized and validly issued and are fully paid and non-assessable and not subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreementpreemptive rights. (ii) No bonds, debentures, notes Voting Debt of Realty Income or other indebtedness any of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are its Subsidiaries is issued or outstanding. (iii) Except as otherwise set forth in As of the close of business on April 23, 2021, except for (A) this Section 3.2(bAgreement and the partnership agreement of Realty Income, L.P. (the “Realty Income Partnership Agreement”), as (B) partnership units outstanding under the Realty Income Partnership Agreement, and (C) awards in respect of Realty Income Common Stock issued and outstanding under the date of this AgreementRealty Income Equity Plans (“Realty Income Equity Awards”), there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Oryx Realty Income or any Subsidiary of its Subsidiaries Realty Income is a party or by which it or any of them such Subsidiary is bound obligating Oryx Realty Income or any Subsidiary of its Subsidiaries, directly or indirectly, Realty Income to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital common stock or other voting securities any Voting Debt or stock appreciation rights of Oryx Realty Income or of any Subsidiary of Realty Income or obligating Realty Income or any Subsidiary of its Subsidiaries or obligating Oryx or any of its Subsidiaries Realty Income to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. As of the date close of this Agreementbusiness on April 23, 2021, there are no outstanding contractual obligations of Oryx Realty Income or any of its Subsidiaries (1) other than in respect of partnership units under the Realty Income Partnership Agreement or in respect of Realty Income Equity Awards under the Realty Income Equity Plans, to repurchase, redeem or otherwise acquire any shares of capital common stock of Oryx Realty Income or any of its SubsidiariesSubsidiaries or (2) pursuant to which Realty Income or any of its Subsidiaries is or could be required to register shares of Realty Income Common Stock or other securities under the Securities Act. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8December 16, 1998 (the "Oryx Measurement Date")1999, the authorized capital stock of Oryx PNU consisted of (A) 250,000,000 1,500,000,000 shares of Oryx PNU Common Stock, Stock of which 106,233,579 519,388,807 shares were outstanding, 17,468,095 outstanding and 8,353 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") PNU and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 100,000,000 shares of Cumulative Preference Preferred Stock, par value $1.00 0.01 per share, none of which were outstanding and 120,000 (1) 7,500 shares of which have been designated as Series A Junior Cumulative Preference Convertible Perpetual Preferred Stock, par value $0.01 per share (the "PNU Convertible Preferred Stock"), of which 6,697.920285 (as of December 15, 1999) shares of PNU Convertible Preferred Stock were outstanding, and (2) 5,193,888 shares have been authorized as Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "Oryx PNU Rights") distributed to the holders of Oryx PNU Common Stock pursuant to the Rights Agreement dated as of September 11March 4, 1990, 1997 between Oryx PNU and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company)Harr▇▇ ▇▇▇st & Savings Bank, as Rights Agent, as amended Agent (the "Oryx PNU Rights Agreement"). As of December 16, and (C) 15,000,000 1999, PNU had reserved or has available 9,711,984 shares of PNU Common Stock for issuance upon conversion of the PNU Convertible Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date December 16, 1999 to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx PNU or any other securities of Oryx PNU other than issuances of shares (and accompanying Oryx PNU Rights) upon conversion of the PNU Convertible Preferred Stock or pursuant to options or rights outstanding as of the Oryx Measurement Date December 16, 1999 under the Benefit Plans of OryxPNU Stock Incentive Plans. All issued and outstanding shares of the capital stock of Oryx PNU are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date December 16, 1999 no options, warrants or other rights to acquire capital stock, directly or indirectly, stock from Oryx PNU other than (x) the Oryx PNU Rights, (y) the PNU Convertible Preferred Stock and (z) options and other rights representing in the aggregate the right to purchase no more than 2,659,709 26, 770, 608 shares of PNU Common Stock (collectively, the "Oryx PNU Stock Options") (including stock appreciation rights (the "PNU SARs") and deferred shares of PNU Common Stock (the "PNU Deferred Shares")), in each case granted under Oryx's the Pharmacia & Upjohn, Inc. Long-Term Incentive Plan, 1992 Long-Term Incentive the Pharmacia & Upjohn, Inc. Equity Compensation Plan and 1997 Long-Term Incentive the Pharmacia & Upjohn, Inc. Directors Equity Compensation and Deferral Plan (collectively, the "Oryx PNU Stock Option Incentive Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof). No options or warrants or other rights to acquire capital stock from Oryx PNU have been issued or granted since the Oryx Measurement Date December 16, 1999 to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx PNU having the right to vote on any matters on which holders stockholders of capital stock PNU may vote ("Oryx PNU Voting Debt") are issued or outstanding. (iii) Except for the 12% Senior Convertible Notes of Sugen, Inc. due 2002 and warrants to acquire $2,656,250 principal amount of such 12% Senior Convertible Notes or as otherwise set forth in this Section 3.2(b3.1(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx PNU or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx PNU or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx PNU or any of its Subsidiaries or obligating Oryx PNU or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx PNU or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx PNU or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Parent consists of (A) 250,000,000 480,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Parent Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 and 30,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 per share, none of Parent (the "Parent Authorized Preferred Stock"), of which were outstanding and 120,000 2,500,000 shares of which have been designated as $3.50 Cumulative Convertible Preferred Stock (the "Parent Convertible Preferred Stock") and 1,200,000 shares have been designated as Series A Junior Cumulative Preference Participating Preferred Stock (the "Parent Junior Preferred Stock"). At the close of business on November 20, 1997, and without giving effect to adjustments that will be required in connection with the Stock Split: (i) 159,915,778 shares of Parent Common Stock were issued and outstanding; (ii) 3,707,685 shares of Parent Common Stock were issued and held by Parent in its treasury or by subsidiaries of Parent; (iii) 2,499,372 shares of Parent Convertible Preferred Stock were issued and outstanding; (iv) no shares of Parent Junior Preferred Stock were issued and outstanding; (v) 5,859,052 shares of Parent Common Stock were reserved for issuance upon conversion of the Parent Convertible Preferred Stock; (vi) 13,995,990 shares of Parent Common Stock were reserved for issuance upon conversion of Parent's 6% Convertible Subordinated Debentures, Due 2005 (the "Parent Convertible Debentures" and, together with the Parent Convertible Preferred Stock, the "Parent Convertible Securities"); (vii) 11,305,720 shares of Parent Common Stock reserved for issuance upon exercise of the rights warrants (the "Oryx RightsParent Warrants"); (viii) distributed to the holders of Oryx Common Stock 23,570,792 shares were reserved for issuance pursuant to the Rights Agreement dated as stock-based plans identified in Section 3.3(c) of September 11the Parent Disclosure Schedule (such plans, 1990collectively, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights AgreementParent Stock Plans"), of which 12,912,597 shares are subject to outstanding employee or director stock options, deferred stock awards or other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans (collectively, "Parent Stock Options"); and (Cviii) 15,000,000 other than as set forth above, no other shares of Parent Authorized Preferred Stock, par value $1.00 per share, none of which were outstanding, Stock have been designated or reserved for issuanceissued. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of All outstanding shares of the capital stock of Oryx or any other securities of Oryx other than issuances of Parent are, and all shares (and accompanying Oryx Rights) thereof which may be issued pursuant to options this Agreement or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are otherwise will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b3.3(c), as of except for the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.declaration by

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date")date of this Agreement, the authorized capital stock of Oryx consisted the Company consists solely of (Aa) 250,000,000 150,000,000 shares of Oryx Common Stock, (b) 5,000,000 shares of series common stock, par value $0.01 per share (the "Series Common Stock"), of which 106,233,579 no shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 and (the "Oryx Debentures"c) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 5,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 0.01 per shareshare ("Preferred Stock"), none of which no shares were outstanding and 120,000 shares but of which 400,000 shares have been designated as Series A Junior Cumulative Preference Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") Rights distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as Agreement. At the close of September 11business on November 30, 19902000, between Oryx 57,830,966 shares of Common Stock were outstanding, and Chase Manhattan Bank 2,471,445 shares of Common Stock of the Company were held in the treasury of the Company. At the close of business on November 30, 2000, no Stock Options, warrants, shares of restricted stock, or other rights to acquire capital stock from the Company were outstanding other than (as successor by merger a) the Rights, (b) Stock Options representing in the aggregate the right to Manufacturers Hanover Trust purchase up to 12,942,060 shares of Common Stock (including tandem limited stock appreciation rights granted to senior executives of the Company), as Rights Agent, as amended ) and 19,875 stock appreciation rights under the 1996 ACNielsen Key Employees' Stock Incentive Plan (the "Oryx Rights AgreementKey Employees' Stock Incentive Plan"), the 1996 ACNielsen Replacement Plan for Certain Employees Holding The Dun & Bradstreet Equity Based Awards (the "Replacement Plan"), the 1996 ACNielsen Non-Employee Directors' Stock Incentive Plan (the "Directors' Plan"), the 1996 ACNielsen Senior Executive Plan (the "Executive Plan"), the 1996 ACNielsen Management Incentive Bonus Plan (the "Management Plan") and the BBI Marketing Services Inc. Key Employee Stock Option Plan (the "Incentive Plan") (collectively, the "Company Stock Option Plans"), (c) stock units representing in the aggregate the right to receive no more than 30,000 shares of Common Stock under the 1996 ACNielsen Non-Employee Directors' Deferred Compensation Plan (the "Directors' Deferred Compensation Plan") and (Cd) 15,000,000 obligations to issue shares of Preferred StockCommon Stock under the ACNielsen Employee Stock Ownership Plan (the "Employee Stock Ownership Plan"). Other than (a) the shares of Common Stock (including restricted stock), par value $1.00 per shareRights, none Stock Options, stock units and other rights described above), (b) Stock Options, stock units or other rights to acquire no more than 50,000 shares of which were outstandingCommon Stock (and accompanying Rights) in the aggregate pursuant to the Company Stock Option Plans, designated and the Directors' Deferred Compensation Plan and (c) shares of Common Stock (and associated Rights) issued since November 30, 2000 upon the exercise of the Stock Options referred to in clauses (b) or reserved for issuance. Since (c) of the Oryx Measurement Date immediately preceding sentence, no shares, Stock Options or warrants or other rights to acquire capital stock from the Company remain outstanding as of the date of this Agreement, there have been no issuances of . All outstanding shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (the Company and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive or similar rights. There were outstanding as , and, in the case of the Oryx Measurement Date no optionsSubsidiaries, warrants are owned by the Company, by one or more Subsidiaries of the Company or by the Company and one or more such Subsidiaries (except as disclosed in Schedule B), free and clear of all pledges, claims, liens, charges, mortgages, conditional sale or title retention agreements, hypothecations, collateral assignments, security interests, easements and other rights to acquire capital stock, directly encumbrances of any kind or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 nature whatsoever (collectively, "Liens"), except for Liens under the Three-Year Credit Agreement, dated as of April 15, 1998, among the Company, The Chase Manhattan Bank and the lenders named therein (the "Oryx Stock OptionsCredit Agreement") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures). Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b)described above, as neither the Company nor any Subsidiary of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.the

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Valeant consists of (A) 250,000,000 200,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Valeant Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 and 10,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 0.01 per shareshare (the “Valeant Preferred Stock” and, together with the Valeant Common Stock, the “Valeant Capital Stock”). At the close of business on June 14, 2010, (i) 75,786,925 shares of Valeant Common Stock were issued and outstanding, none of which were outstanding and 120,000 subject to vesting or other forfeiture conditions or repurchase by Valeant, (ii) no shares of Valeant Preferred Stock were issued and outstanding, (iii) 28,086,863 shares of Valeant Common Stock were held by Valeant in its treasury, (iv) 8,662,102 shares of Valeant Common Stock were issuable upon conversion of (A) Valeant’s 3.0% Convertible Subordinated Notes due 2010 (the “Valeant 3.0% Convertible Notes”) and (B) Valeant’s 4.0% Convertible Subordinated Notes due 2013 (together with the Valeant 3.0% Convertible Notes, the “Valeant Convertible Notes”), (v) 1,710,585 shares of Valeant Common Stock were underlying warrants issued pursuant to the Exchange Agreement, dated August 13, 2009, among Valeant and certain holders of the Valeant 3.0% Convertible Notes (the “Valeant Warrants”), (vi) 14,808,875 shares of Valeant Common Stock were reserved and available for issuance pursuant to the Valeant Stock Plans, of which have been designated Series A Junior Cumulative Preference (A) 4,920,081 shares were issuable upon exercise of outstanding Valeant Stock Options and (B) 5,376,442 shares were issuable upon settlement of outstanding Valeant Restricted Stock Units, assuming maximum performance with respect to performance-based Valeant Restricted Stock Units and (vii) 1,189,437 shares of Valeant Common Stock were reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated Valeant ESPP. Except as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Companyset forth in this Section 4.03(a), as Rights Agentat the close of business on June 14, as amended (the "Oryx Rights Agreement")2010, and (C) 15,000,000 no shares of Preferred Stockcapital stock or voting securities of, par value $1.00 per shareor other equity interests in, none of which Valeant were outstandingissued, designated or reserved for issuanceissuance or outstanding. Since From the Oryx Measurement Date close of business on June 14, 2010 to the date of this Agreement, there have been no issuances by Valeant of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, Valeant, other than issuances the issuance of Valeant Common Stock upon the conversion of Valeant Convertible Notes, upon the exercise of Valeant Warrants, Valeant Stock Options or rights under the Valeant ESPP or upon the vesting of Valeant Restricted Stock Units, in each case outstanding at the close of business on June 14, 2010 and in accordance with their terms in effect at such time. (b) At the close of business on June 14, 2010, assuming the Pre-Merger Special Dividend was paid on June 14, 2010, (i) 75,786,925 shares of Valeant Common Stock would have been issued and outstanding, none of which would have been subject to vesting or other forfeiture conditions or repurchase by Valeant, (ii) no shares of Valeant Preferred Stock would have been issued and accompanying Oryx Rightsoutstanding, (iii) 28,086,863 shares of Valeant Common Stock would have been held by Valeant in its treasury, (iv) assuming that the “Current Market Price” (as defined in the the Indenture, dated as of November 19, 2003, among Valeant, Ribapharm Inc. and The Bank of New York, as trustee (the “Valeant Convertible Notes Indenture”)) was $46.14, 13,607,296 shares of Valeant Common Stock would have been issuable upon conversion of the Valeant Convertible Notes, (v) 1,710,585 shares of Valeant Common Stock would be underlying the Valeant Warrants (of which a total of 785,569 shares of Valeant Common Stock would have been issuable upon net share settlement of the Valeant Warrants on June 14, 2010 based on a share price of $46.14), (vi) 23,263,262 shares of Valeant Common Stock would have been reserved and available for issuance pursuant to options or rights the Valeant Stock Plans, of which (A) 7,728,955 shares would have been issuable upon exercise of outstanding as Valeant Stock Options and (B) 5,642,372 shares would have been issuable upon settlement of outstanding Valeant Restricted Stock Units, assuming (1) a price of $46.14 per share of Valeant Common Stock, and (2) the Oryx Measurement Date under treatment of Valeant Restricted Stock Units in accordance with Section 6.04, and (vii) 1,868,487 shares of Valeant Common Stock would have been reserved for issuance pursuant to the Benefit Plans of Oryx. Valeant ESPP. (c) All issued and outstanding shares of Valeant Capital Stock are, and all such shares that may be issued upon the capital stock conversion of Oryx are Valeant Convertible Notes, upon the exercise of Valeant Warrants, Valeant Stock Options or rights under the Valeant ESPP or upon the vesting of Valeant Restricted Stock Units will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class or issued in violation of, any purchase option, call option, right of capital stock is entitled to first refusal, preemptive rights. There were outstanding as right, subscription right or any similar right under any provision of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyDGCL, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyValeant Charter, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options Valeant By-laws or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which Oryx or any of its Subsidiaries Valeant is a party or by which otherwise bound. Except as set forth above in this Section 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of them is bound obligating Oryx Valeant or any of its Subsidiaries, directly or indirectly, Valeant Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Valeant or any Valeant Subsidiary or any securities of Valeant or any Valeant Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other equity interests in, Valeant or any Valeant Subsidiary, (y) any warrants, calls, options or other rights to acquire from Valeant or any Valeant Subsidiary, or any other obligation of Oryx Valeant or any Valeant Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Valeant or any Valeant Subsidiary or (z) any rights issued by or other obligations of Valeant or any Valeant Subsidiary that are linked in any way to the price of any class of Valeant Capital Stock or any shares of capital stock of any Valeant Subsidiary, the value of Valeant, any Valeant Subsidiary or any part of Valeant or any Valeant Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Valeant or any Valeant Subsidiary. Except pursuant to the Valeant Stock Plans, there are not any outstanding obligations of Valeant or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Valeant Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Oryx Valeant or any Valeant Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. Except for the Valeant Convertible Notes, there are no debentures, bonds, notes or other Indebtedness of Valeant having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Valeant may vote (“Valeant Voting Debt”). Neither Valeant nor any of the Valeant 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, Valeant. Except for this Agreement and the Standstill and Board Nomination Agreement, dated as of December 17, 2009, among Valeant, ValueAct Capital Master Fund, L.P., VA Partners I, LLC, ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, ValueAct Holdings, L.P. and ValueAct Holdings GP, LLC (the “Valeant Board Nomination Agreement”), neither Valeant nor any of the Valeant Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Valeant or any of its the Valeant Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date")date hereof, the authorized capital stock of Oryx consisted of (A) 250,000,000 shares of Oryx FTX consists of: 100,000,000 FTX Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") Shares and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 50,000,000 shares of Preferred Stock, $100 par value ("FTX Preferred Shares"), of which 5,000,000 shares have been designated as "$1.00 per share4.375 Convertible Exchangeable Preferred Stock" (the "FTX $4.375 Preferred Shares"). At the close of business on August 21, none 1997: (i) 23,302,866 FTX Common Shares were issued and outstanding, all of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, are fully paid and nonassessablenonassessable and are free of preemptive rights; and (ii) 1,001,690 FTX $4.375 Preferred Shares were issued and outstanding, all of which were validly issued, are fully paid and no class nonassessable and are free of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as As of the date of this Agreement, except for FTX $4.375 Preferred Shares and except for stock options covering not in excess of 1,829,677 FTX Common Shares (collectively, the "FTX Stock Options"), there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which Oryx FTX or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx FTX or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx FTX or any of its Subsidiaries such Subsidiary or obligating Oryx FTX or any of its Subsidiaries such Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, rightright or agreement. Each outstanding share of capital stock and all equity interests of each Subsidiary of FTX is duly authorized, commitmentvalidly issued, agreementfully paid and nonassessable and, arrangement except as disclosed in the FTX SEC Documents or undertakingthe FTX Letter (as such terms are hereinafter defined), each such share and all equity interests, and all of the equity interests in the IMC-Agrico Entities described in FTX SEC Documents as being owned by FTX, are beneficially owned by FTX or another Subsidiary of FTX, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. As of the date of this Agreementits filing, there are no outstanding obligations of Oryx or any of its Subsidiaries Exhibit 21.1 to repurchaseFTX's Annual Report on Form 10-K for the year ended December 31, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action1996, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection as filed with the actions described SEC (the "FTX Annual Report"), is a true, accurate and correct statement in Sections 1.10(a) and 5.13all material respects of all of the information required to be set forth therein by the regulations of the SEC.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Parent consists of 1,000,000,000 Parent Shares and 30,000,000 shares of preferred stock, par value $0.01 (“Parent Preferred Stock”). As of the close of business on April 26, 2018, (A) 250,000,000 shares of Oryx Common Stock, of which 106,233,579 shares 461,878,776 Parent Shares were outstanding, 17,468,095 shares were issued and outstanding (not including Parent Shares held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined belowtreasury), (B) 7,740,606 shares 272,926,451 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or outstanding, (D) 8,677,876 Parent Shares were issuable upon the exercise of Cumulative Preference Stockoutstanding options to purchase Parent Shares, par value $1.00 per share(E) 294,898 Parent Shares were subject to outstanding restricted stock units in respect of Parent Shares, none (F) 207,852 Parent Shares were subject to outstanding performance units in respect of which Parent Shares based on the closing price of Parent Shares on April 26, 2018 and assuming maximum performance, (G) 40,028,071 Parent Shares were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance under the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan, 39,151,187 Parent Shares were reserved for issuance under the Marathon Petroleum Thrift Plan and 5,505,409 Parent Shares were reserved for issuance under the Marathon Petroleum Corporation Dividend Reinvestment and Direct Stock Purchase Plan (the “Parent Stock Plans”) and (H) no other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding Parent Shares are, and all Parent Shares reserved for issuance in accordance with the Parent Stock Plan, when issued upon exercise of thereof or in accordance with the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11respective terms thereof, 1990will be, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessablenon-assessable, free and no class clear of capital stock is entitled to preemptive rightsany Lien. There were outstanding as Each of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, outstanding shares of capital stock or other voting securities of Oryx each of Parent’s Significant Subsidiaries (other than MPLX) is duly authorized, validly issued, fully paid and non-assessable and owned by Parent or by a direct or indirect wholly owned Subsidiary of Parent, free and clear of all Liens. Except as set forth above in this Section 5.1(b)(i), and for changes after the date hereof in compliance with Section 6.1(b), there are no (1) shares of capital stock or other securities of, or ownership interests in, Parent, (2) securities of Parent or any of its Subsidiaries convertible into or obligating Oryx exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of or ownership interests in Parent or any Subsidiary, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe for or acquire from Parent or any Parent Subsidiary, or (y) obligate Parent or any of its Subsidiaries to issueissue or sell, grantany capital stock, extend securities of, or enter ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any such securityParent Subsidiary, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding (4) obligations of Oryx Parent or any of its Subsidiaries Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Parent Subsidiary. Neither Parent nor MPLX has outstanding any bonds, debentures, notes or other obligations the holders of its Subsidiaries. which have the right to vote (ivor convertible into or exercisable for securities having the right to vote) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13stockholders of Parent or the unitholders of MPLX on any matter. There are no voting trusts or other agreements or understandings to which Parent or any Parent Subsidiary is a party with respect to the voting of or restricting the transfer of the capital stock or other equity interests of Parent or any Parent Subsidiary.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 200,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 26,000,000 shares of Cumulative Preference Class A Common Stock, par value $1.00 per share, none of which were outstanding and 120,000 11,000,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise Class C Common Stock, 40,000,000 shares of the rights (the "Oryx Rights") distributed to the holders of Oryx Class D Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement")Stock, and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per shareshare (the "Company Preferred Stock"), none of which 2,300,000 shares have been designated as "Series A Convertible Preferred Stock" (the "Series A Convertible Preferred Stock"), 500,000 shares have been designated as "Series A Junior Participating Preferred Stock" (the "Series A Junior Preferred Stock") and 6,200,000 shares have been designated as "8% Series B Cumulative Convertible Preferred Stock". At the close of business on December 6, 1996, (i) 42,812,129 shares of Common Stock were issued and outstanding, all of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessablenonassessable and free of preemptive rights, (ii) 1,848,526.112 shares of Class A Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (iii) 348,690 shares of Class C Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (iv) no class shares of capital stock is entitled to Class D Common Stock were outstanding, (v) 2,300,000 shares of Series A Convertible Preferred Stock were outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, (vi) no shares of Series A Junior Participating Preferred Stock of the Company were outstanding and (vii) 4,751,208.9707 shares of Series B Preferred Stock were outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as As of the date of this Agreement, except as provided in the Company's Charter with respect to Class A Common Stock, Class C Common Stock, Class D Common Stock, Series A Convertible Preferred Stock and Series B Preferred Stock, except for the rights to purchase shares of the Series A Junior Preferred Stock (the "Rights") issued pursuant to the Rights Agreement dated as of June 11, 1987, as amended and restated as of March 22, 1990, and as amended as of April 21, 1992, June 6, 1994, July 15, 1994 and November 16, 1995 (as so amended, the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, as Rights Agent, and except for stock options covering not in excess of 6,100,000 shares of Common Stock and rights to acquire not in excess of 600,000 shares under the Company's Employee Discount Stock Purchase Plan, Bonus Equity Plan and Worldwide Savings Related Stock Purchase Plan (collectively, the "Company Stock Options"), there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements rights or undertakings of any kind agreements to which Oryx the Company or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx the Company or any of its Subsidiaries, directly or indirectly, Subsidiaries to issue, deliver issue or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx the Company or any of its Subsidiaries Subsidiary or obligating Oryx the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, rightright or agreement. At such time as the amount of outstanding RSC Class 1 Shares and shares of Class C Common Stock shall in the aggregate be less than 1,500,000, commitmentRSC shall be entitled to cause the mandatory redemption of all outstanding RSC Class 1 Shares for shares of Common Stock (on a share-for-share basis) in compliance with the provisions of Section 36 of the Canada Business Corporations Act and simultaneously therewith the Company shall be entitled to repurchase at Cdn.$0.00001 per share all outstanding shares of Class A Common Stock. At such time as the shares of Class A Common Stock and Class C Common Stock shall in the aggregate be less than 1,500,000, agreementthe Company shall be entitled to cause the mandatory conversion of all outstanding shares of Class C Common Stock into shares of Common Stock on a share-for-share basis and simultaneously therewith AAUK shall be entitled to mandatorily redeem at 2 ▇▇▇▇▇ per share all outstanding Dividend Shares. Following the actions contemplated in Section 7.14(c), arrangement there shall be outstanding no shares of Class A Stock, shares of Class C Stock, RSC Class 1 Shares or undertakingDividend Shares. As Following the consummation of the Merger, each share of Series A Convertible Preferred Stock shall cease to be convertible at the option of a holder into shares of Common Stock but will, at the option of a holder, be convertible solely into cash of $52.54 per share of Series A Convertible Preferred Stock (assuming the purchase of Shares pursuant to the Offer prior to March 22, 1997). Except as set forth in the Company Filed SEC Documents (as defined in Section 4.7), as of the date of this Agreement, there are no outstanding contractual obligations of Oryx the Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx the Company or (ii) to vote or to dispose of any shares of the capital stock of any of its the Company's Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 100,000,000 shares of Oryx Class A Common Stock, 40,000,000 shares of which 106,233,579 Class B Common Stock, one share of Class B Special Voting Stock, $0.01 par value per share (the “Class B Special Voting Share”), and 20,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”). At the close of business on February 10, 2011 (the “Cutoff Date”), (i) 30,420,991 shares of Class A Common Stock, 52,228 shares of Class B Common Stock, one share of Class B Special Voting Stock and no shares of Preferred Stock were issued and outstanding, 17,468,095 (ii) 30,778 shares of Class A Common Stock were held in the treasury treasury, (iii) no shares of Oryx, 3,001,876 shares Class B Common Stock or Preferred Stock were held in treasury or owned by a Subsidiary of Oryxthe Company, 5,111,438 (iv) (A) (I) 1,399,590 shares of Class A Common Stock were reserved for issuance pursuant to outstanding Stock Options, (II) 292,993 Restricted Shares were issued and outstanding (which number is not included as outstanding in clause (i)), (III) 90,340 RSUs were outstanding, (B) 127,084 shares of Class A Common Stock were reserved for issuance under the Company’s 2007 Amended and Restated Long-Term Incentive Plan, (C) 167,827 shares of Class A Common Stock were reserved for issuance under the Company’s Second Amended and Restated Long-Term Incentive Plan, (D) 90,340 shares of Class A Common Stock were reserved for issuance under the Company’s Non-Employee Director Compensation Program, (E) 13,789,728 shares of Class A Common Stock were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15the outstanding Class B Common Stock and the Class B Common Stock reserved for issuance upon exchange of LP Exchangeable Units, 2014 (the "Oryx Debentures"v) and 7,135,302 13,724,676 shares of Class B Common Stock were reserved for issuance upon the exercise exchange of the Oryx Stock Options or available for grant outstanding LP Exchangeable Units and (vi) 13,724,676 LP Exchangeable Units were outstanding. All outstanding shares of other rights to purchase or receive Oryx Company Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 and all shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Company Common Stock and reserved for issuance upon exercise as noted in clauses (iv) and (v) of the rights (preceding sentence, when issued in accordance with the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11respective terms thereof, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated are or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are will be duly authorized, validly issued, fully paid and nonassessablenon-assessable, free of pre-emptive or similar rights, and no class issued in accordance with the registration and qualification provisions of capital stock is entitled applicable securities Laws or pursuant to preemptive rights. There were valid exemptions therefrom. (b) Section 4.02(b) of the Company Disclosure Schedule sets forth the aggregate Company Equity Awards outstanding as of the Oryx Measurement Date no optionsCutoff Date, warrants including the Company Incentive Plan under which each such Company Equity Award was granted, the price at which such Company Equity Award may be exercised (if applicable) and the status of each such Company Equity Award. No outstanding Stock Option or other rights award of Restricted Shares or RSUs was made pursuant to acquire capital stock, directly or indirectly, from Oryx a form of award agreement other than those made available to Parent. (xc) Except as set forth in Section 4.02(c) of the Oryx Rights, (y) options representing in the aggregate the right Company Disclosure Schedule and except for any obligations pursuant to purchase no more than 2,659,709 (collectivelythis Agreement, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan Unitholders Agreement or as set forth in subsections (collectively, the "Oryx Stock Option Plans"a) and (zb) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b)above, as of the date hereof, (i) the Company does not have any shares of this Agreementits capital stock issued, outstanding or reserved for issuance and (ii) there are no securitiesoutstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, “phantom” stock rights, commitmentsstock appreciation rights, stock-based performance units or other similar rights, agreements, arrangements contracts, undertakings or undertakings commitments of any kind relating to capital stock or other equity interests of the Company to which Oryx or any of its Subsidiaries the Company is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, the Company to (A) issue, deliver transfer or sell, or cause to be issued, delivered or sold, sell any shares of capital stock or other voting equity interests of the Company or securities of Oryx convertible into or any of its Subsidiaries exchangeable for such shares or obligating Oryx or any of its Subsidiaries to issueequity interests, (B) grant, extend or enter into any such securitysubscription, option, warrant, call, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units or other similar right, commitment, agreement, arrangement contract, undertaking or undertaking. As arrangement, (C) redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity interests or (D) pay dividends or distributions to, provide funds or other consideration or value to, or make any investment (in the form of a loan, capital contribution or otherwise) in any Person (other than the funds to or investments in EMS LP or other Subsidiaries of the Company in the ordinary course of business consistent with past practice that are described in Section 4.03(c)(iv) of the Company Disclosure Schedule). (d) The Company has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of the Company or any of its Subsidiaries on any matter. (e) Other than agreements included in, or incorporated by reference into, the SEC Documents prior to the date of this hereof and the Unitholders Agreement, there are no outstanding obligations stockholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which the Company is a party with respect to the voting or registration of Oryx the capital stock or other voting or equity interest of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its Subsidiariespreemptive rights with respect thereto. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date")date of this Agreement, the authorized capital stock of Oryx consisted the Company consists solely of (A) 250,000,000 400,000,000 shares of Oryx Common Stock, (B) 10,000,000 shares of series common stock, par value $0.01 per share (the "Series Common Stock"), of which 106,233,579 no shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 and (the "Oryx Debentures"C) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 10,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 0.01 per shareshare ("Preferred Stock"), none of which no shares were outstanding and 120,000 shares but of which 400,000 shares have been designated as Series A Junior Cumulative Preference Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") Rights distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as Agreement. At the close of September 11business on June 30, 19901999, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 57,577,469 shares of Preferred Stock, par value $1.00 per share, none of which Common Stock were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been and no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as the Company were held in the treasury of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rightsCompany. There were outstanding as of the Oryx Measurement Date June 30, 1999 no options, warrants or other rights to acquire capital stock, directly or indirectly, stock from Oryx the Company other than (xw) the Oryx Rights, (yx) options representing in the aggregate the right to purchase no more than 2,659,709 up to 12,713,797 shares of Common Stock (collectively, the "Oryx Company Stock Options") under Oryx's Long-Term the 1996 ▇▇▇▇▇▇▇ Media Research, Inc. Key Employees' Stock Incentive Plan (the "Key Employees' Stock Incentive Plan"), 1992 Longthe 1996 ▇▇▇▇▇▇▇ Media Research, Inc. Replacement Plan for Certain Employees Holding The Dun & Bradstreet Corporation Equity Based Awards (the "Replacement Plan") and the 1996 ▇▇▇▇▇▇▇ Media Research, Inc. Non-Term Employee Directors' Stock Incentive Plan and 1997 Long-Term Incentive Plan (the "Directors' Plan") (collectively, the "Oryx Company Stock Option Plans"), (y) stock units representing in the aggregate the right to receive no more than 10,000 shares of Common Stock under the 1996 ▇▇▇▇▇▇▇ Media Research, Inc. Non-Employee Directors' Deferred Compensation Plan (the "Directors' Deferred Compensation Plan") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of rights to purchase shares of Oryx Common Stock subject to Oryx under the 1997 ▇▇▇▇▇▇▇ Media Research, Inc. Employee Stock Options Purchase Plan (the "Employee Stock Purchase Plan"). Other than (i) the shares of Common Stock (including restricted stock), Rights, options, stock units and other rights described above, (ii) options, stock units or other rights to purchase or receive Oryx acquire no more than 50,000 shares of Common Stock granted under (and accompanying Rights) in the Oryx Benefit Plans or otherwiseaggregate pursuant to the Company Stock Option Plans, the dates of grant Directors' Deferred Compensation Plan and the Employee Stock Purchase Plan and (iii) shares of Common Stock (and associated Rights) issued since June 30, 1999 upon the exercise prices thereof. No of the options referred to in clauses (i) or (ii), no shares, options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to Company remain outstanding as of the date of this Agreement. All outstanding shares of capital stock of the Company and its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or similar rights, and, in the case of the Subsidiaries, are owned by the Company, by one or more Subsidiaries of the Company or by the Company and one or more such Subsidiaries (except as disclosed in Section 4.1(a)), free and clear of all pledges, claims, liens, charges, mortgages, conditional sale or title retention agreements, hypothecations, collateral assignments, security interests, easements and other than pursuant encumbrances of any kind or nature whatsoever (collectively, "Liens"), except for Liens under (A) the Three-Year Credit Agreement, dated as of June 15, 1998, among the Company, The Chase Manhattan Bank and the lenders named therein and (B) the Amended and Restated 200-Day Credit Agreement, dated as of June 14, 1999, among the Company, The Chase Manhattan Bank and the lenders named therein (the "Credit Agreements") and except for Liens under the partnership agreement relating to NMR Licensing Associates, L.P., dated as of July 7, 1999 (the Oryx Stock Option "Licensing Partnership Agreement. "). Except as described above, neither the Company nor any Subsidiary of the Company has or is subject to or bound by or, at or after the Effective Time will have or be subject to or bound by, any outstanding option, warrant, call, subscription or other right (including any preemptive or similar right), agreement or commitment which (i) obligates the Company or any Subsidiary of the Company to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any shares of the capital stock of the Company or any Subsidiary of the Company, (ii) restricts the transfer of any shares of capital stock of the Company or any of its Subsidiaries, or (iii) relates to the holding, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries except, in the case of clause (ii) or (iii), as provided in the Credit Agreements and the Licensing Partnership Agreement. No bonds, debentures, notes or other indebtedness of Oryx the Company or any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders the stockholders of capital stock the Company or any Subsidiary of the Company may vote ("Oryx Voting Debt") are issued or outstanding. (iii. Section 4.1(d) of the Disclosure Letter accurately sets forth information as of July 31, 1999 regarding the exercise price, date of grant and number of granted Stock Options for each holder of Stock Options pursuant to any stock option plan. Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreementdescribed above, there are no securitiesother stock appreciation, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital phantom stock or other voting securities of Oryx equity-based awards outstanding under any employee incentive or any of its Subsidiaries benefit plan or obligating Oryx program or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of non-employee director plan maintained by the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx or any of its SubsidiariesCompany. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of 240,000,000 shares of common stock, par value $0.001 per share, of which 225,000,000 shares are designated common stock, and 15,000,000 shares are designated Class B common stock, and 10,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”), of which 1,500,000 shares are designated Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”). As of the close of business on February 15, 2013, (i) there were issued and outstanding 69,467,923 shares of Common Stock, (ii) there were no shares of Class B Common Stock issued and outstanding, (iii) there were 700,000 shares of Series A Convertible Preferred Stock issued and outstanding, (iv) there were Options, issued pursuant to the Company Stock Plans, to purchase an aggregate of 10,883,156 shares of Common Stock and 2,212,904 Restricted Shares as set forth in Section 3.2 of the Disclosure Schedule. Section 3.2 of the Disclosure Schedule sets forth (i) (A) 250,000,000 shares the name of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)each Option holder, (B) 7,740,606 shares of Cumulative Preference Stockthe date each Option was granted, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options each such Option, whether the Option is subject to any performance based vesting conditions or other rights to purchase or receive Oryx time based vesting conditions (including a summary description thereof), and the number of shares of Common Stock granted under the Oryx Benefit Plans subject to each such Option which (x) will be vested at or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date prior to the date of this AgreementEffective Time, other than pursuant (y) will not be vested at or prior to the Oryx Stock Effective Time but which will not be canceled in accordance with Section 2.6(a)(i), and (z) will be canceled in accordance with Section 2.6(a)(i), and (D) the price at which each such Option Agreement. may be exercised, and (ii) No (A) the name of each holder of Restricted Shares, the number of Restricted Shares held by each such holder, whether such Restricted Shares are subject to any performance based vesting conditions or time based vesting conditions (including a summary description thereof), and the number of Restricted Shares which (x) will be vested at or prior to the Effective Time, (y) will not be vested at or prior to the Effective Time but which will not be canceled in accordance with Section 2.6(b)(i), and (z) will be canceled in accordance with Section 2.6(b)(i), and (B) the date such Restricted Shares were granted. All of the outstanding shares of Common Stock and Preferred Stock, as applicable, are duly authorized and are validly issued and outstanding, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company’s certificate of incorporation or by-laws or any Contract to which the Company is or was a party or otherwise bound. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Oryx which have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote vote) with the stockholders of the Company or any such Subsidiary on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) matter. Except as otherwise set forth in this Section 3.2(b)3.2, as the Company has no outstanding stock or securities convertible into or exchangeable for any shares of the date of this Agreement, there are no its equity securities, optionsor any outstanding rights (either preemptive or other and including any “phantom stock rights”, warrantsstock appreciation rights, calls, rightsstock-based performance units, commitments, agreementscontracts, arrangements or undertakings of any kind kind) to subscribe for or to purchase or the value of which Oryx 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 its Subsidiaries is a party any character relating to, any equity securities or by which any stock or securities convertible into or exchangeable for any equity securities of them is bound obligating Oryx the Company or any of its Subsidiaries, directly . The Company is not subject to any obligation (contingent or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other voting securities of Oryx or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Subsidiaries otherwise) to repurchase, redeem or otherwise acquire or retire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options or the conversion or vesting of Restricted Shares). Since February 15, 2013, except as expressly permitted by this Agreement or as required by the ESPP, the Company has not issued any shares of capital stock of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required except in connection with the actions described in Sections 1.10(a) and 5.13conversion or exercise of securities referred to above.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted HFS consists of (A) 250,000,000 600,000,000 shares of Oryx Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx HFS Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 and 10,000,000 shares of Cumulative Preference Stockpreferred stock, par value $1.00 per shareshare ("HFS Preferred Stock"). At the close of business on May 21, none 1997: (i) 158,291,401 shares of which HFS Common Stock were outstanding issued and 120,000 outstanding; (ii) no shares of HFS Common Stock were held by HFS in its treasury; (iii) no shares of HFS Preferred Stock were issued and outstanding; (iv) 40,013,543 shares of HFS Common Stock were reserved for issuance pursuant to the HFS 1992 Stock Option Plan and the HFS 1993 Stock Option Plan, complete and correct copies of which have been designated Series A Junior Cumulative Preference delivered to CUC (such plans, collectively, the "HFS Stock Plans"); and (v) 8,080,102 shares of HFS Common Stock were reserved for issuance upon exercise conversion of the rights (the "Oryx Rights") distributed to the holders HFS's 4-1/2% Convertible Senior Notes due 1999 and 3,598,320 shares of Oryx HFS Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date issuance upon conversion of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 HFS's 4-3/4% Convertible Senior Notes due 2003 (collectively, the "Oryx Stock OptionsHFS Convertible Securities") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures). Section 3.2(b3.1(c) of the Oryx HFS Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement DateMay 21, 1997, of the number of shares of Oryx HFS Common Stock subject to Oryx Stock Options employee stock options or other rights to purchase or receive Oryx HFS Common Stock granted under the Oryx Benefit HFS Stock Plans or otherwise(collectively, "HFS Employee Stock Options"), the dates of grant and the exercise prices thereof. No All outstanding shares of capital stock of HFS are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth in this Section 3.1(c) and except for changes since May 21, 1997 resulting from the issuance of shares of HFS Common Stock pursuant to the HFS Employee Stock Options, the HFS Convertible Securities or as permitted by Section 4.1(a)(i)(y) and 4.1(a)(ii), (x) there are not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of HFS, (B) any securities of HFS or any HFS subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of HFS, (C) any warrants, calls, options or warrants or other rights to acquire from HFS or any HFS subsidiary, and any obligation of HFS or any HFS subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date voting securities of this AgreementHFS, other than pursuant to the Oryx Stock Option Agreement. and (iiy) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings outstanding obligations of any kind to which Oryx HFS or any of its Subsidiaries is a party HFS subsidiary to repurchase, redeem or by which otherwise acquire any of them is bound obligating Oryx such securities or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstanding (A) securities of HFS or any HFS subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of Oryx or ownership interests in any HFS subsidiary, (B) warrants, calls, options or other rights to acquire from HFS or any HFS subsidiary, and any obligation of its Subsidiaries or obligating Oryx HFS or any of its Subsidiaries HFS subsidiary to issue, grantany capital stock, extend voting securities or enter other ownership interests in, or any securities convertible into or exchangeable or exercisable for any such securitycapital stock, optionvoting securities or ownership interests in, warrant, call, right, commitment, agreement, arrangement any HFS subsidiary or undertaking. As of the date of this Agreement, there are no outstanding (C) obligations of Oryx HFS or any of its Subsidiaries HFS subsidiary to repurchase, redeem or otherwise acquire any shares such outstanding securities of capital stock HFS subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither HFS nor any HFS subsidiary is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of Oryx or any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx the HFS Employee Stock Options and the HFS Convertible Securities, antidilutive rights with respect to, any securities of the type referred to in the two preceding sentences. Other than the HFS subsidiaries, HFS does not directly or Oryx Debentures is required indirectly beneficially own any securities or other beneficial ownership interests in connection with any other entity except for non-controlling investments made in the actions described ordinary course of business in Sections 1.10(a) entities which are not individually or in the aggregate material to HFS and 5.13its subsidiaries as a whole.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted the Company consists of (A) 250,000,000 as of the date hereof, and will consist of as of the Effective Time, 50,000,000 shares of Oryx Company Common StockStock and 1,000,000 shares of preferred stock, $.01 par value per share (the "COMPANY PREFERRED STOCK"), of which 106,233,579 50,000 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been are designated Series A Junior Cumulative Preference Participating Preferred Stock ("JUNIOR PREFERRED STOCK"). 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 July 6, 2001, (i) 14,859,642 shares of the Company Common Stock and no shares of the Company Preferred Stock were issued and outstanding, (ii) 14,380,681 shares of Company Common Stock were held by the Company in its treasury, (iii) 2,399,966 shares of Company Common Stock were reserved for issuance upon exercise of the 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 "Oryx RightsRIGHTS") distributed to the holders of Oryx Common Stock issued pursuant to the Rights Agreement Agreement, dated as of September 11October 17, 19901997, as amended, between Oryx the Company and The Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company)Bank, as Rights Agent, as amended Agent (the "Oryx Rights AgreementRIGHTS AGREEMENT"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of Company Common Stock are, and all shares which may be issued upon the capital stock exercise of Oryx are Stock Options will be, duly authorized, validly issued, fully paid and nonassessable, and no class are not subject to and were not issued in violation of capital stock is entitled to any preemptive rights. There were outstanding Except as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing set forth in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b3.1(c) of the Oryx Company Disclosure Schedule sets forth a complete and correct listto the knowledge of the Company, as of the Oryx Measurement Datedate hereof, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereofCompany. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No There are no bonds, debentures, notes or other indebtedness of Oryx the Company or any of its subsidiaries having the right to vote (or convertible into or exchangeable for other securities having the right to vote) on any matters on which holders the stockholders of capital stock the Company may vote ("Oryx Voting Debt") are issued or outstanding. (iii) vote. Except as otherwise set forth in this Section 3.2(b)above, as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating Oryx the Company or any of its Subsidiaries, directly or indirectly, subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Oryx the Company or of any of its subsidiaries or obligating the Company or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding contractual obligations of Oryx the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options to acquire any such shares) of Oryx the Company or any of its Subsidiariessubsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of the Company or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause the Company or any of its subsidiaries to file a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or which otherwise relate to the registration of any securities of the Company. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted RSI consists of (A) 250,000,000 40,000,000 shares of Oryx RSI Common Stock and 10,000,000 shares of preferred stock, par value $.10 per share ("RSI Preferred Stock"). At the close of business on June 25, 1997: (i) 27,969,503 shares of which 106,233,579 RSI Common Stock were issued and outstanding; (ii) 271,020 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares RSI Common Stock were held by a Subsidiary RSI in its treasury; (iii) no shares of OryxRSI Preferred Stock were issued and outstanding; (iv) 1,479,113 shares of RSI Common Stock were reserved for issuance pursuant to all stock option, 5,111,438 restricted stock or other stock-based compensation, benefits or savings plans, agreements or arrangements in which current or former employees or directors of RSI or its subsid- iaries participate as of the date hereof (including, without limitation, the 1980 Stock Option Plan, the 1988 Stock Option and Compensation Plan, the RSI 1989 Director Stock Option Plan, the RSI 1993 Director Stock Option Plan, the 1995 Key Employees Stock Option and Compensation Plan, the RSI Convertible Award Plan (Officer and Key Employee Edition), the RSI Convertible Award Plan (Director Edition), the Amended and Restated Manage- ment Stock Option Plan of WS Holdings Corporation, the Amended and Restated US Foodservice Inc. 1992 Stock Option Plan and the Amended and Restated US Foodservice Inc. 1993 Stock Option Plan), complete and correct copies of which, in each case as amended as of the date hereof, have been filed as exhibits to the RSI Filed SEC Documents or delivered to JPFI (such plans, collectively, the "RSI Stock Plans"); (v) 331,761 shares of RSI Common Stock were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 the Assumed Warrants and (the "Oryx Debentures"vi) and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below), (B) 7,740,606 125,000 shares of Cumulative Preference Stock, par value $1.00 per share, none of which RSI Preferred Stock were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the preferred stock purchase rights (the "Oryx RSI Rights") distributed to the holders of Oryx Common Stock issued pursuant to the Amended and Restated Rights Agreement Agreement, dated as of September 11May 15, 19901996, by and between Oryx RSI and Chase Manhattan Bank ChaseMellon Shareholder Services L.L.C., as rights agent (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended Chemical Bank) (the "Oryx RSI Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreement, there have been no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b3.1(c) of the Oryx RSI Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement DateJune 27, 1997, of the number of shares of Oryx RSI Common Stock subject to Oryx Stock Options employee stock options or other rights to purchase or receive Oryx RSI Common Stock granted under the Oryx Benefit RSI Stock Plans or otherwise(col- lectively, "RSI Employee Stock Options"), the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders All outstanding shares of capital stock of RSI are, and all shares which may vote ("Oryx Voting Debt") are be issued or outstanding. (iii) will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as otherwise set forth in this Section 3.2(b)3.1(c) and except for changes since June 27, 1997 resulting from the issuance of shares of RSI Com- mon Stock pursuant to the RSI Employee Stock Options or as of the date of ex- pressly permitted by this Agreement, (x) there are no securitiesnot issued, optionsreserved for issuance or outstanding (A) any shares of capital stock or other voting securities of RSI, (B) any securities of RSI or any RSI subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of RSI, (C) any warrants, calls, rights, commitments, agreements, arrangements options or undertakings of any kind other rights to which Oryx ac- quire from RSI or any RSI subsidiary, and any obligation of its Subsidiaries is a party or by which any of them is bound obligating Oryx RSI or any RSI subsidiary to issue, any capital stock, voting secu- rities or securities convertible into or exchangeable or exer- cisable for capital stock or voting securities of its SubsidiariesRSI, directly and (y) there are no outstanding obligations of RSI or indirectlyany RSI subsid- iary to repurchase, redeem or otherwise acquire any such secu- rities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstand- ing (A) securities of RSI or any RSI subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of Oryx or ownership interests in any RSI subsidiary, (B) warrants, calls, options or other rights to acquire from RSI or any RSI subsidiary, and any obligation of its Subsidiaries or obligating Oryx RSI or any of its Subsidiaries RSI subsidiary to issue, grantany capital stock, extend voting securities or enter other ownership interests in, or any securities convertible into or exchangeable or exercisable for any such securitycapital stock, optionvoting securities or ownership interests in, warrant, call, right, commitment, agreement, arrangement any RSI subsidiary or undertaking. As of the date of this Agreement, there are no outstanding (C) obligations of Oryx RSI or any of its Subsidiaries RSI subsidiary to repurchase, redeem or otherwise acquire any shares such outstanding securities of capital stock of Oryx RSI subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any of its Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions such securities. Except as described in Sections 1.10(a) Section 3.1(b), neither RSI nor any RSI subsidiary is a party to any agreement restricting the purchase or transfer of, relating to the voting of, requiring registra- tion of, or granting any preemptive or, except as provided by the terms of the RSI Employee Stock Options, antidilutive rights with respect to, any securities of the type referred to in the two preceding sentences. Other than the RSI subsidiar- ies, RSI does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity except for non-controlling investments made in the ordi- nary course of business in entities which are not individually or in the aggregate material to RSI and 5.13its subsidiaries as a whole.

Capital Structure. (a) Parent is authorized to issue 150,000,000 shares of capital stock, consisting of 125,000,000 Parent Shares, 25,000,000 shares of preferred stock, $1.00 par value per share (the “Parent Preferred Stock”), of which 4,000,000 shares have been designated 7.875% Series D Cumulative Redeemable Preferred Stock (“Parent Series D Preferred Stock”), 1,060,000 shares have been designated 6% Series E Cumulative Convertible and Redeemable Preferred Stock (“Parent Series E Preferred Stock”) and 7,000,000 shares have been designated 7.625% Series F Cumulative Redeemable Preferred Stock (“Parent Series F Preferred Stock”). At the close of business on September 11, 2006, (i) As of October 862,955,103 Parent Shares were issued and outstanding, 1998 (the "Oryx Measurement Date"), the authorized capital stock of Oryx consisted of (Aii) 250,000,000 4,000,000 shares of Oryx Common Parent Series D Preferred Stock, 74,989 shares of which 106,233,579 Parent Series E Preferred Stock and 7,000,000 shares of Parent Series F Preferred Stock were issued and outstanding, 17,468,095 shares (iii) 76,247 Parent Shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)Parent, (Biv) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which 629,243 Parent Shares were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights options to purchase Parent Shares (the "Oryx Rights"“Parent Stock Options”) distributed to the holders of Oryx Common Stock issued and outstanding pursuant to Parent’s Stock Plan for Non-Employee Directors, 2005 Long-Term Incentive Plan and 1995 Stock Incentive Plan (together, and each as amended, the Rights Agreement dated as “Parent Stock Plans”), (v) 1,970,217 Parent Shares were reserved for additional awards pursuant to Parent Stock Plans, (vi) 57,401 Parent Shares were reserved for issuance upon conversion of Parent Series E Preferred Stock and (vii) 1,743,576 Parent Shares were reserved for issuance under Parent’s Amended and Restated Dividend Reinvestment and Stock Purchase Plan. As of the close of business on September 11, 19902006, between Oryx except as set forth above, no Parent Shares were issued, reserved for issuance or outstanding, no Parent Stock Options have been granted and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (there are not any phantom stock or other contractual rights the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated is determined in whole or reserved for issuancein part by the value of any capital stock of the Parent. Since the Oryx Measurement Date September 11, 2006 and on or prior to the date of this Agreement, there have been except for the exercise of any Parent Stock Options referred to in clause (iii) above, Parent has not issued any Parent Shares or made any grant of awards under the Parent Stock Plans or authorized or entered into any Contract to do any of the foregoing. There are no issuances of shares of outstanding stock appreciation rights with respect to the capital stock of Oryx or any other securities of Oryx other than issuances of shares (Parent. Each outstanding Parent Share is, and accompanying Oryx Rights) each Parent Share which may be issued pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Parent Stock Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class of capital stock is entitled not subject to preemptive rights. There were outstanding as Other than the Parent Shares and Parent Preferred Stock, there are no other authorized classes of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since of Parent. Other than the Oryx Measurement Date to the date of this AgreementParent Preferred Shares, other than pursuant to the Oryx Stock Option Agreement. (ii) No there are no outstanding bonds, debentures, notes or other indebtedness of Oryx Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which holders of capital stock Parent Shares may vote ("Oryx Voting Debt") are issued or outstanding. (iii) vote. Except as otherwise set forth in this above or on Section 3.2(b)4.4(a) of the Parent Disclosure Letter, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx Parent or any of its Subsidiaries Parent Subsidiary is a party or by which any of them is bound obligating Oryx Parent or any of its Subsidiaries, directly or indirectly, Parent Subsidiary to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital stock stock, Parent Stock Options or other voting securities or Stock Equivalents of Oryx Parent or of any Parent Subsidiary or obligating Parent or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, except as set forth in Section 4.4(a) of the Parent Disclosure Letter, there are no outstanding contractual obligations of Oryx Parent or any of its Subsidiaries Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Oryx Parent or any Parent Subsidiary. There are no outstanding agreements to which Parent, a Parent Subsidiary or any of its Subsidiariestheir respective officers or directors is a party concerning the voting of any capital stock of Parent or any of Parent Subsidiary. (ivb) No actionThe Parent Shares, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required when issued in connection accordance with the actions described in Sections 1.10(a) terms of this Agreement, will be duly authorized, validly issued, fully paid and 5.13nonassessable and not subject to preemptive rights.

Capital Structure. (ia) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Pine consists of 1,250,000,000 shares of Pine Common Stock and 200,000,000 shares of preferred stock, par value $0.01 per share (the “Pine Preferred Stock” and together with the Pine Common Stock, the “Pine Capital Stock”). At the close of business on October 23, 2008, (i) 142,133,922 shares of Pine Common Stock were issued and outstanding, of which none were subject to restrictions based on performance or continuing service, (ii) no shares of Pine Preferred Stock were issued and outstanding, (iii) 11,791,339 shares of Pine Common Stock were held by Pine in its treasury, (iv) 15,999,400 shares of Pine Common Stock were reserved and available for issuance pursuant to the Pine Stock Plans, of which (A) 250,000,000 6,731,618 shares were issuable upon exercise of outstanding Pine Stock Options and (B) 1,649,119 shares were issuable upon vesting of Pine Restricted Stock Units assuming, for Pine Restricted Stock Units for which the performance adjustment period has not elapsed, achievement of performance goals at “target” and (v) 745,936 shares of Oryx Pine Common Stock, of which 106,233,579 shares were outstanding, 17,468,095 shares were held in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares Stock were reserved for issuance upon pursuant to the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 Pine 2008 Employee Stock Purchase Plan (the "Oryx Debentures") and 7,135,302 “Pine ESPP”). Except as set forth in this Section 4.03(a), at the close of business on October 23, 2008, no shares of capital stock or voting securities of, or other equity interests in, Pine were issued, reserved for issuance upon or outstanding. From the exercise close of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans (as defined below)business on October 23, (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date 2008 to the date of this Agreement, there have been no issuances by Pine of shares of the capital stock of Oryx or any voting securities of, or other securities of Oryx equity interests in, Pine, other than issuances the issuance of shares (and accompanying Oryx Rights) pursuant to options Pine Common Stock upon the exercise of Pine Stock Options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans Pine ESPP or upon the vesting of Oryx. Pine Restricted Stock Units, in each case outstanding at the close of business on October 23, 2008 and in accordance with their terms in effect at such time. (b) All issued and outstanding shares of Pine Common Stock are, and, at the capital stock time of Oryx are issuance, all such shares that may be issued upon the exercise of Pine Stock Options or pursuant to the Pine Stock Plans or the Pine ESPP or upon the vesting of Pine Restricted Stock Units will be, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, and no class or issued in violation of, any purchase option, call option, right of capital stock is entitled to first refusal, preemptive rights. There were outstanding as right, subscription right or any similar right under any provision of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectivelyDGCL, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectivelyPine Charter, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options Pine By-laws or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth in this Section 3.2(b), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which Oryx or any of its Subsidiaries Pine is a party or by which otherwise bound. Except as set forth above in this Section 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of them is bound obligating Oryx Pine or any of its Subsidiaries, directly or indirectly, Pine Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of Pine or any Pine Subsidiary or any securities of Pine or any Pine Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or other equity interests in, Pine or any Pine Subsidiary, (y) any warrants, calls, options or other rights to acquire from Pine or any Pine Subsidiary, or any other obligation of Oryx Pine or any Pine Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Pine or any Pine Subsidiary or (z) any rights issued by or other obligations of Pine or any Pine Subsidiary that are linked in any way to the price of any class of Pine Capital Stock or any shares of capital stock of any Pine Subsidiary, the value of Pine, any Pine Subsidiary or any part of Pine or any Pine Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of Pine or any Pine Subsidiary. Except for acquisitions, or deemed acquisitions, of Pine Common Stock or other equity securities of Pine in connection with (i) the payment of the exercise price of Pine Stock Options with Pine Common Stock (including but not limited to in connection with “net exercises”), (ii) required tax withholding in connection with the exercise of Pine Stock Options and vesting of Pine Restricted Stock Units and (iii) forfeitures of Pine Stock Options and Pine Restricted Stock Units, there are not any outstanding obligations of Pine or any of its Subsidiaries or obligating Oryx or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of Oryx or any of its Pine Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of Oryx Pine or any Pine Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. With respect to Pine Stock Options, (i) each grant of a Pine Stock Option was duly authorized no later than the Grant Date for such option by all necessary corporate action, including, as applicable, approval by the Pine Board (or a duly constituted and authorized committee thereof), and (ii) the per share exercise price of each Pine Stock Option was at least equal to the fair market value of a share of Pine Common Stock on the applicable Grant Date. There are no debentures, bonds, notes or other Indebtedness of Pine having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Pine may vote (“Pine Voting Debt”). Neither Pine nor any of the Pine 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, Pine. Neither Pine nor any of the Pine Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Pine or any of its the Pine Subsidiaries. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. The authorized capital stock of N2OFF consists of (i) As 495,000,000 shares of October 8common stock, 1998 $0.0001 par value, of which (a) 15,335,618 shares are issued and outstanding as of the "Oryx Measurement Date")date hereof, (b) 12,396,058 shares are subject to Options or warrants or other Convertible Securities, which are outstanding as of the date hereof, and (c) 2,572 shares are the subject of commitments that N2OFF has committed to issue to certain recipients, other than the Sellers, following the date hereof, and (ii) 5,000,000 shares of preferred stock, $0.0001 par value, of which none are issued and outstanding. Immediately following the Closing, the authorized capital stock of Oryx consisted N2OFF will consist of (Ai) 250,000,000 495,000,000 shares of Oryx Common Stockcommon stock, $0.0001 par value, of which 106,233,579 (a) 52,314,615 shares were will be issued and outstanding, 17,468,095 (b) 40,130,306 shares were held will be subject to Options or warrants or other Convertible Securities, and (c) 2,572 shares which will be the subject of commitments that N2OFF has committed to issue to certain recipients, other than the Sellers, following the Closing, and (ii) 5,000,000 shares of preferred stock, $0.0001 par value, none of which none will be issued and outstanding. Except as disclosed in the treasury of Oryx, 3,001,876 shares were held by a Subsidiary of Oryx, 5,111,438 shares were reserved for issuance upon the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 (the "Oryx Debentures") and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights to purchase or receive Oryx Common Stock granted under the Oryx Plans N2OFF Reports (as defined below), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights Agent, as amended (the "Oryx Rights Agreement"), and (C) 15,000,000 shares of Preferred Stock, par value $1.00 per share, none of which were outstanding, designated or reserved for issuance. Since the Oryx Measurement Date to the date of this Agreementset forth herein, there have been are no issuances of shares of the capital stock of Oryx or any other securities of Oryx other than issuances of shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All issued and outstanding shares of the capital stock of Oryx are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes notes, Convertible Securities, Options, or other indebtedness or other securities of Oryx N2OFF having the right to vote or the right to participate in or receive dividends (or convertible into, or exchangeable for, securities having the right to vote or the right to participate in or receive dividends) on any matters on of which holders stockholders of capital stock may N2OFF are entitled to vote ("Oryx Voting Debt") are issued or outstanding. (iii) on. Except as otherwise disclosed in N2OFF Reports and as set forth in this Section 3.2(b), as of the date of this Agreementherein, there are no outstanding securities, optionsConvertible Securities, Options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries N2OFF is a party or by which any of them it is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, N2OFF to issue, deliver or sell, or cause to be issued, delivered or sold, shares additional Common Stock of capital stock N2OFF or other equity or voting securities of Oryx or any of its Subsidiaries N2OFF or obligating Oryx or any of its Subsidiaries N2OFF to issue, grant, extend or enter into any such securityConvertible Securities, optionOption, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there There are no outstanding obligations contractual obligations, commitments, understandings or arrangements of Oryx or any of its Subsidiaries N2OFF to repurchase, redeem or otherwise acquire or make any payment in respect of any Common Stock of N2OFF or any other securities of N2OFF. Except for registration rights granted to L.I.A. Pure Capital Ltd. with respect to warrants to purchase 1,850,000 shares of capital stock Common Stock and corresponding anti-dilution rights as disclosed in the N2OFF Reports, there are no agreements or arrangements pursuant to which N2OFF is or could be required to register its Common Stock or other securities under the Securities Act of Oryx 1933, as amended (the “Securities Act”) or other agreements or arrangements with or among any holders of its SubsidiariesN2OFF or with respect to any securities of N2OFF. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.

Capital Structure. (i) As of October 8, 1998 (the "Oryx Measurement Date"), the The authorized capital stock of Oryx consisted Parent consists entirely of (Ai) 250,000,000 224,000,000 shares of Oryx Parent Common StockStock and (ii) 7,000,000 shares of preferred stock of Parent, of which 106,233,579 (x) 3,000,000 shares have been designated as Serial Preferred Stock, Class A, without par value, of which 172,500 shares have been designated as 3.25% Redeemable Cumulative Convertible Perpetual Preferred Stock (“Series A-2 Preferred Stock”), and (y) 4,000,000 shares have been designated as Serial Preferred Stock, Class B, without par value. At the close of business on July 14, 2008: (i) 104,145,300 shares of Parent Common Stock were outstanding, 17,468,095 issued and outstanding (including 1,936,799 shares were held in the treasury of Oryx, 3,001,876 restricted stock); (ii) 30,478,228 shares of Parent Common Stock were held by a Subsidiary Parent in its treasury; (iii) 19,555 shares of Oryx, 5,111,438 Series A-2 Preferred Stock were issued and outstanding and no shares of Parent Common Stock were reserved for issuance upon in connection with the conversion of Oryx's 7-1/2% Convertible Subordinated Debentures due May 15, 2014 the Series A-2 Preferred Stock; and (the "Oryx Debentures"iv) no shares of Parent Common Stock were subject to issued and 7,135,302 shares were reserved for issuance upon the exercise of the Oryx Stock Options or available for grant of other rights outstanding options to purchase or receive Oryx Parent Common Stock granted under Parent’s 2007 Incentive Equity Plan (the Oryx Plans (as defined below“2007 Incentive Plan”), (B) 7,740,606 shares of Cumulative Preference Stock, par value $1.00 per share, none of which were outstanding and 120,000 shares of which have been designated Series A Junior Cumulative Preference Stock and reserved for issuance upon exercise of the rights (the "Oryx Rights") distributed to the holders of Oryx Common Stock pursuant to the Rights Agreement dated as of September 11, 1990, between Oryx and Chase Manhattan Bank (as successor by merger to Manufacturers Hanover Trust Company), as Rights AgentParent’s 1992 Incentive Equity Plan, as amended (the "Oryx Rights Agreement"“1992 IEP”), Parent’s 1996 Nonemployee Directors’ Compensation Plan, as amended and restated (the “1996 Directors’ Plan”), Parent’s Nonemployee Directors’ Deferred Compensation Plan (the “Directors’ DCP”), and Parent’s Long-Term Incentive Program (C) 15,000,000 the “Parent LTIP” and, together with the 2007 Incentive Plan, the 1992 IEP, the 1996 Directors’ Plan, the Directors’ DCP, and the Parent LTIP, the “Parent Stock Plans” and such stock options, collectively the “Parent Stock Options”). Parent has made available to the Company a list, as of the close of business on July 14, 2008, of the number of performance share grants issued for the 2006-2008, 2007-2009 and 2008-2010 performance periods. The shares of Series A-2 Preferred Stock that are issued and outstanding are entitled to vote on the Merger together with the Parent Common Stock, par value as a single class and each share of Series A-2 Preferred Stock is entitled to one vote thereon. As of the close of business on July 14, 2008, each share of Series A-2 Preferred Stock is currently convertible into 133.0646 shares of Parent Common Stock at a conversion price of $1.00 7.52 per shareshare of Parent Common Stock. As of July 14, none 2008, the total number of which were outstanding, designated or reserved for issuance. Since votes entitled to be cast at the Oryx Measurement Date Parent Stockholders Meeting with respect to the date of this Agreement, there have been no issuances of transactions contemplated hereby is 104,164,855. All outstanding shares of the capital stock of Oryx or any other securities of Oryx other than issuances of Parent are, and all shares (and accompanying Oryx Rights) pursuant to options or rights outstanding as of the Oryx Measurement Date under the Benefit Plans of Oryx. All that may be issued and outstanding shares of the capital stock of Oryx are will be, when issued, duly authorized, validly issued, fully paid and nonassessable, nonassessable and no class not subject to or issued in violation of capital stock is entitled to preemptive rights. There were outstanding as of the Oryx Measurement Date no options, warrants or other rights to acquire capital stock, directly or indirectly, from Oryx other than (x) the Oryx Rights, (y) options representing in the aggregate the right to purchase no more than 2,659,709 (collectively, the "Oryx Stock Options") under Oryx's Long-Term Incentive Plan, 1992 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan (collectively, the "Oryx Stock Option Plans") and (z) the Oryx Debentures. Section 3.2(b) of the Oryx Disclosure Schedule sets forth a complete and correct list, as of the Oryx Measurement Date, of the number of shares of Oryx Common Stock subject to Oryx Stock Options or other rights to purchase or receive Oryx Common Stock granted under the Oryx Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Oryx have been issued or granted since the Oryx Measurement Date to the date of this Agreement, other than pursuant to the Oryx Stock Option Agreement. (ii) No bonds, debentures, notes or other indebtedness of Oryx having the right to vote on any matters on which holders of capital stock may vote ("Oryx Voting Debt") are issued or outstanding. (iii) Except as otherwise set forth provided in this Section 3.2(b3.2(c), as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Oryx or any of its Subsidiaries is a party or by which any of them is bound obligating Oryx or any of its Subsidiaries, directly or indirectly, to issue, deliver or sell, or cause to be not issued, delivered reserved for issuance or sold, outstanding (i) any shares of capital stock or other voting securities of Oryx Parent, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent or any of its Subsidiaries Parent Subsidiary, or obligating Oryx (iii) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of its Subsidiaries to issue, grant, extend Parent or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingParent Subsidiary. As of the date of Except as otherwise provided in this AgreementSection 3.2(c), there are no outstanding obligations of Oryx Parent or any Parent Subsidiary to (i) issue, deliver or sell, or caused to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of its Subsidiaries to Parent or any Parent Subsidiary or (ii) repurchase, redeem or otherwise acquire any shares such securities. Neither Parent nor any Parent Subsidiary is a party to any voting agreement with respect to the voting of capital stock any such securities. Except as otherwise provided in this Section 3.2(c), there are no agreements, arrangements or commitments of Oryx any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive from Parent or a Parent Subsidiary any payment based on the revenues, earnings or financial performance of Parent or any of its SubsidiariesParent Subsidiary or assets or calculated in accordance therewith. (iv) No action, consent or approval by any holder of Oryx Stock Options or Oryx Debentures is required in connection with the actions described in Sections 1.10(a) and 5.13.