Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. The authorized capital stock of Parent consists of 600,000,000 Parent Shares and 7,000,000 shares of preferred stock, without par value (“Parent Preferred Stock”), consisting of 3,000,000 shares of Class A Serial Preferred Stock, without par value, and 4,000,000 shares of Class B Serial Preferred Stock, without par value. As of the close of business on November 26, 2019, (A) 270,084,010 Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) 31,802,784 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or outstanding, (D) 563,230 Parent Shares were issuable upon the exercise of outstanding options to purchase Parent Shares, (E) 3,872,308 Parent Shares were subject to outstanding awards of performance shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,150,278 Parent Shares were subject to outstanding awards of restricted stock units, 77,546.422 Parent Shares were subject to outstanding awards of deferred shares, and 81,491 Parent Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Parent Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Plan, 9,918,750 Parent Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan (as amended and restated), 390,862.542 Parent Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 Parent Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Parent Stock Plans”), (G) 52,272,710 Parent Shares were reserved for issuance in respect of Parent’s 2025 Convertible Notes, and (H) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.2(b)(i), there are no other shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding. All outstanding Parent Shares are, and all Parent Shares reserved for issuance in accordance with the Parent Stock Plans, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.2(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 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 of Parent, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary of Parent, or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent, or (4) obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. There are no voting trusts or other agreements or understandings to which Parent or any Subsidiary of Parent 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 Subsidiary of Parent.

Capitalization of Parent. (a) The authorized capital stock of Parent consists of 600,000,000 Parent Shares 20,000,000 shares of Common Stock, par value $0.0001 per share and 7,000,000 1,000,000 shares of preferred stock, without par value (“$0.0001 per share. As of the Closing, the authorized capital stock of Parent Preferred will consist of 50,000,000 shares of Common Stock”), consisting of 3,000,000 100,000 shares of Class A Serial Preferred Stock, without par value, and 4,000,000 1,000,000 shares of Class B Serial Preferred Stock“blank check”, without par valueundesignated preferred stock. As of the close of business on November 26, 2019date hereof, (Ai) 270,084,010 Parent Shares 8,188,800 shares of Common Stock, (ii) 9,426,300 warrants (the “Warrants”), (iii) 6,626,300 units (the “Units”) and (iv) no shares of preferred stock were issued and outstanding. As of the date hereof, options to purchase 376,300 shares of Common Stock and 376,300 warrants (convertible into 376,300 shares of Common Stock), in the aggregate, were issued and outstanding (not including Parent Shares held in treasury)collectively, (B) 31,802,784 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or outstanding, (D) 563,230 Parent Shares were issuable upon the exercise of outstanding options to purchase Parent Shares, (E) 3,872,308 Parent Shares were subject to outstanding awards of performance shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,150,278 Parent Shares were subject to outstanding awards of restricted stock units, 77,546.422 Parent Shares were subject to outstanding awards of deferred shares, and 81,491 Parent Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Parent Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Plan, 9,918,750 Parent Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan (as amended and restated), 390,862.542 Parent Shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 Parent Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Parent Stock PlansOption Securities”). Except as set forth above, (G) 52,272,710 Parent Shares were reserved for issuance in respect of Parent’s 2025 Convertible Notes, and (H) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.2(b)(i), there are no other shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding. All outstanding Parent Shares are, and all Parent Shares reserved for issuance in accordance with the Parent shares of Common Stock Plans, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, are duly authorized, validly issued, fully paid and non-assessablenonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Parent Organizational Documents or any contract to which Parent is a party. To the knowledge of Parent, none of the outstanding securities of the Parent has been issued in violation of any foreign, federal or state securities Laws. (b) None of the Warrants issued and outstanding, other than the 2,800,000 common stock purchase warrant issued to Camden Learning, LLC as part of a private placement immediately after the Parent’s IPO (the “Camden Warrant”), has a cashless exercise feature, and each of the Warrants, other than the Camden Warrant, has an exercise price of $5.50. Upon exercise of any of the Warrants, other than the Camden Warrant, the cash paid for the exercise price will be paid directly to the Parent. By way of example, if 1,815,950 Warrants are exercised after the Closing, the Parent will receive aggregate proceeds from such exercise in the amount of $9,987,725.00. (c) Except as for the Warrants and Option Securities, and other than the conversion rights set forth above in this Section 5.2(b)(i), and for changes after the date hereof in compliance with Section 6.1(b)Prospectus, there are no (1i) 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 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 of Parent, (3) preemptive or other outstanding rights, options, warrants, conversion puts, calls, convertible securities, preemptive or similar rights, stock appreciation (ii) bonds, debentures, notes or other indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, redemption rights, repurchase or (iii) subscriptions or other rights, agreements, arrangements, calls, contracts or commitments or rights of any kind that (x) give any Person character, relating to the right to purchase, subscribe issued or acquire from unissued Common Stock or obligating Parent or Merger Sub to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any Subsidiary of Parent, options or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, Common Stock or securities convertible into or exchangeable or exercisable for capital stock or securities ofsuch shares, or ownership interests in, obligating the Parent or Merger Sub to grant, extend or enter into any Subsidiary of Parentsuch option, warrant, call, subscription or (4) other right, agreement, arrangement or commitment for such Common Stock. Other than the conversion rights set forth in the Prospectus, there are no outstanding obligations of Parent or any Subsidiary of Parent Merger Sub to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, shares of Common Stock of Parent or any Subsidiary of Parent. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote Merger Sub. (or convertible into or exercisable for securities having the right to voted) with the shareholders of Parent on any matter. There are no stockholders or members agreements, voting trusts or other agreements or understandings to which Parent or any Subsidiary of Parent Merger Sub is a party with respect to the voting of any equity interest or restricting the transfer of the capital stock or other equity interests of Parent or any Subsidiary Merger Sub. (e) No Indebtedness of the Parent or Merger Sub contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Parent or Merger Sub or (iii) the ability of Parent or Merger Sub to grant any Encumbrance on its properties or assets. (f) Since the date of Parent’s formation, other than a stock dividend of 0.3888888 which was effective as of November 20, 2007, neither Parent nor Merger Sub has declared or paid any distribution or dividend in respect of the Common Stock.

Capitalization of Parent. The (a) As of March 1, 2002, Parent's ------------------------ authorized capital stock consisted solely of Parent consists of 600,000,000 Parent Shares and 7,000,000 shares of preferred stock, without par value (“Parent Preferred Stock”), consisting of 3,000,000 x) 300,000,000 shares of Class A Serial Preferred common stock, par value $.01 per share ("Parent Class A Common Stock"), without par value, and 4,000,000 of --------------------------- which (i) 90,622,241 shares of Class B Serial Preferred Stock, without par value. As of the close of business on November 26, 2019, (A) 270,084,010 Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) 31,802,784 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or outstanding, (Dii) 563,230 Parent Shares 498,000 shares were issuable issued and held in treasury (which does not include the shares reserved for issuance set forth in clause (iii) below) and no shares were held by subsidiaries of Parent, (iii) 6,304,352 shares were reserved for issuance upon the exercise of outstanding options to purchase Parent Sharesoptions, (Eiv) 3,872,308 Parent Shares were subject to outstanding awards of performance 16,282,475 shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,150,278 Parent Shares were subject to outstanding awards of restricted stock units, 77,546.422 Parent Shares were subject to outstanding awards of deferred shares, and 81,491 Parent Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Parent Shares were reserved for issuance upon the conversion of Parent Class B Common Stock (as defined below) into Parent Class A Common Stock, (v) 10,223,921 shares were reserved for future issuance under outstanding options granted by Parent, and remained available(vi) under 1,059,439 shares reserved for issuance upon the Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Planexercise of outstanding warrants issued by Parent; (y) 300,000,000 shares of Class B common stock, 9,918,750 par value $.01 per share ("Parent Shares Class B Common Stock" and, with the Parent Class A Common Stock, --------------------------- the "Parent Common Stock"), of which (i) 16,282,475 shares were issued and ------------------- outstanding, (ii) no shares were issued and held in treasury and no shares were held by subsidiaries of Parent, and (iii) 90,622,241 shares were reserved for issuance upon the conversion of Parent Class A Common Stock into Parent Class B Common Stock; and (and remained availablez) under the Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan 100,000 shares of Preferred Stock, par value $.01 per share (as amended and restated"Parent Preferred Stock"), 390,862.542 Parent Shares of which (i) no shares were issued and ---------------------- outstanding, (ii) no shares were issued and held in treasury and no shares were held by subsidiaries of Parent, and (iii) no shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 issuance. Each outstanding share of Parent Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Parent Stock Plans”), (G) 52,272,710 Parent Shares were reserved for issuance in respect of Parent’s 2025 Convertible Notes, and (H) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.2(b)(i), there are no other shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding. All outstanding Parent Shares are, is duly authorized and all Parent Shares reserved for issuance in accordance with the Parent Stock Plans, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessablenonassessable, and has not been issued in violation of any preemptive or similar rights. Other than as set forth in the first sentence hereof or in Section 4.4 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and neither Parent nor any subsidiary of Parent has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of Parent or any predecessor. Except as set forth above in this Section 5.2(b)(i)4.4 to the Parent Disclosure Schedule, and for changes after the date hereof in compliance with Section 6.1(b)Parent has no agreement, there are no (1) shares of capital stock arrangement or other securities of, or ownership interests in, Parent, (2) understandings to register any securities of Parent or any of its Subsidiaries convertible into subsidiaries under the Securities Act or exchangeable under any state securities law and has not granted registration rights to any person or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or entity (other securities of or ownership interests in Parent or any Subsidiary of Parent, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, than agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary of Parent, or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent, or (4) obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. There are no voting trusts or other agreements arrangements or understandings to which Parent or any Subsidiary of Parent is a party with respect to the voting of or restricting the transfer registration rights that are no longer in effect as of the date of this Agreement); copies of all such agreements have previously been made available to the Company. (b) The authorized capital stock of Merger Sub consists solely of 3,000 shares of common stock, $.01 par value per share, all of which, as of the date hereof, are issued and outstanding and are held directly by Parent. All of the outstanding shares of Merger Sub's common stock have been duly authorized and validly issued, and are fully paid and nonassessable. Merger Sub has no subsidiaries. Merger Sub was formed for the purpose of consummating the Merger and has no material assets or other equity interests of Parent or any Subsidiary of Parentliabilities except as necessary for such purpose.

Capitalization of Parent. (a) The authorized capital stock of the Parent consists of 600,000,000 7,500,000 shares of Parent Shares Common Stock, par value $.01 per share, and 7,000,000 1,000,000 shares of preferred stock, without par value $1.00 per share (“"Parent Preferred Stock”"). As of August 13, 1999, and giving effect to the IDM Reorganization, (i) 3,331,085 shares of Parent Common Stock were issued and outstanding; (ii) 47,500 shares of Parent Common Stock were reserved for issuance under the Parent's 1993 Stock Option Plan (the "1993 Plan"), consisting of 3,000,000 which 40,110 shares were subject to outstanding options; (iii) 50,000 shares of Class A Serial Preferred StockParent Common Stock were reserved for issuance pursuant to Parent's 1995 Stock Option Plan (the "1995 Plan"), without par valueof which 46,900 shares were subject to outstanding options; (iv) 1,700,000 shares of Parent Common Stock were reserved for issuance pursuant to Parent's 1998 Stock Option Plan (the "1998 Plan"), including 1,600,000 shares reserved for issuance under the 1998 Plan which are subject to approval by the Parent stockholders relating to an amendment to increase the shares reserved under the 1998 Plan in said amount, of which 1,040,880 shares were subject to outstanding options; (v) 350,000 shares were reserved for issuance to various consultants in payment for past and future services, and 4,000,000 (vi) shares of Class B Serial Preferred StockParent Common Stock were reserved and subject to issuance under various other options, without par valuewarrants and convertible notes (the "Other Derivative Securities") in the amounts listed in Section 4.2(a) of the Parent Disclosure Schedule. As of the close date hereof, no shares of business on November 26, 2019, (A) 270,084,010 Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) 31,802,784 Parent Shares Common Stock were held in treasury, (C) no shares of Parent Preferred Stock was are issued or outstanding, (D) 563,230 and outstanding and 200,000 shares of Parent Shares were issuable upon the exercise of outstanding options to purchase Parent Shares, (E) 3,872,308 Parent Shares were subject to outstanding awards of performance shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,150,278 Parent Shares were subject to outstanding awards of restricted stock units, 77,546.422 Parent Shares were subject to outstanding awards of deferred shares, and 81,491 Parent Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Parent Shares were Preferred Stock are reserved for issuance (and remained available) under upon exercise of the Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Plan, 9,918,750 Parent Shares were reserved for issuance (and remained available) under Rights pursuant to the Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan (as amended and restated), 390,862.542 Parent Shares were reserved for issuance (and remained available) under Rights Agreement. All the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 Parent Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Parent Stock Plans”), (G) 52,272,710 Parent Shares were reserved for issuance in respect of Parent’s 2025 Convertible Notes, and (H) no other outstanding shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.2(b)(i), there are no other shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding. All outstanding Parent Shares Common Stock are, and all Parent Shares reserved for issuance shares to be issued as part of the Common Merger Consideration will be, when issued in accordance with the Parent Stock Plans, when issued upon exercise thereof or in accordance with the respective terms thereof, will behereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above in this Section 5.2(b)(i)above, and except for changes after the transactions contemplated by this Agreement and Parent's obligations under the Parent Rights Agreement, as of the date hereof in compliance with Section 6.1(b), of this Agreement (1) there are no (1) shares of capital stock or other voting securities ofof Parent authorized, issued or ownership interests in, Parentoutstanding, (2) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock or other voting securities of Parent, obligating Parent to issue, transfer or any of its Subsidiaries convertible into sell or exchangeable cause to be issued, transferred or exercisable for, or giving any Person a right to subscribe for or acquire, sold any shares of capital stock stock, voting securities or other securities of or ownership interests equity interest in Parent or any Subsidiary of Parent, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary of Parent, or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable for such shares or exercisable for capital stock or securities ofequity interests, or ownership interests inobligating Parent to grant, Parent extend or enter into any Subsidiary of Parentsuch option, warrant, call, subscription or other right, agreement, arrangement or commitment, (43) there are no outstanding contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent. Except as set forth in Section 4.2(a) of the Parent does not have any outstanding bondsDisclosure Schedule, 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 shareholders of Parent on any matter. There here are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any Subsidiary of Parent is a party with respect or by which it is bound relating to the voting of or restricting the transfer any shares of capital stock of Parent. (b) All of the outstanding capital stock of the Merger Subsidiary is owned by Parent free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other equity ownership interests in, or any other securities of, Merger Subsidiary. There are no outstanding contractual obligations of Parent or Merger Subsidiary to repurchase, redeem or otherwise acquire any Subsidiary outstanding shares of Parentcapital stock or other ownership interests in Merger Subsidiary.

Capitalization of Parent. The (a) As of March 1, 2002, Parent's authorized capital stock consisted solely of Parent consists of 600,000,000 Parent Shares and 7,000,000 shares of preferred stock, without par value (“Parent Preferred Stock”), consisting of 3,000,000 x) 300,000,000 shares of Class A Serial Preferred common stock, par value $.01 per share ("Parent Class A Common Stock"), without par value, and 4,000,000 of which (i) 90,622,241 shares of Class B Serial Preferred Stock, without par value. As of the close of business on November 26, 2019, (A) 270,084,010 Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) 31,802,784 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or outstanding, (Dii) 563,230 Parent Shares 498,000 shares were issuable issued and held in treasury (which does not include the shares reserved for issuance set forth in clause (iii) below) and no shares were held by subsidiaries of Parent, (iii) 6,304,352 shares were reserved for issuance upon the exercise of outstanding options to purchase Parent Sharesoptions, (Eiv) 3,872,308 Parent Shares were subject to outstanding awards of performance 16,282,475 shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,150,278 Parent Shares were subject to outstanding awards of restricted stock units, 77,546.422 Parent Shares were subject to outstanding awards of deferred shares, and 81,491 Parent Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Parent Shares were reserved for issuance upon the conversion of Parent Class B Common Stock (as defined below) into Parent Class A Common Stock, (v) 10,223,921 shares were reserved for future issuance under outstanding options granted by Parent, and remained available(vi) under 1,059,439 shares reserved for issuance upon the Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Planexercise of outstanding warrants issued by Parent; (y) 300,000,000 shares of Class B common stock, 9,918,750 par value $.01 per share ("Parent Shares Class B Common Stock" and, with the Parent Class A Common Stock, the "Parent Common Stock"), of which (i) 16,282,475 shares were issued and outstanding, (ii) no shares were issued and held in treasury and no shares were held by subsidiaries of Parent, and (iii) 90,622,241 shares were reserved for issuance upon the conversion of Parent Class A Common Stock into Parent Class B Common Stock; and (and remained availablez) under the Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan 100,000 shares of Preferred Stock, par value $.01 per share (as amended and restated"Parent Preferred Stock"), 390,862.542 Parent Shares of which (i) no shares were issued and outstanding, (ii) no shares were issued and held in treasury and no shares were held by subsidiaries of Parent, and (iii) no shares were reserved for issuance (and remained available) under the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 issuance. Each outstanding share of Parent Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Parent Stock Plans”), (G) 52,272,710 Parent Shares were reserved for issuance in respect of Parent’s 2025 Convertible Notes, and (H) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.2(b)(i), there are no other shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding. All outstanding Parent Shares are, is duly authorized and all Parent Shares reserved for issuance in accordance with the Parent Stock Plans, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessablenonassessable, and has not been issued in violation of any preemptive or similar rights. Other than as set forth in the first sentence hereof or in Section 4.4 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and neither Parent nor any subsidiary of Parent has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of Parent or any predecessor. Except as set forth above in this Section 5.2(b)(i)4.4 to the Parent Disclosure Schedule, and for changes after the date hereof in compliance with Section 6.1(b)Parent has no agreement, there are no (1) shares of capital stock arrangement or other securities of, or ownership interests in, Parent, (2) understandings to register any securities of Parent or any of its Subsidiaries convertible into subsidiaries under the Securities Act or exchangeable under any state securities law and has not granted registration rights to any person or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or entity (other securities of or ownership interests in Parent or any Subsidiary of Parent, (3) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, than agreements, arrangements, calls, commitments or rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary of Parent, or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent, or (4) obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. There are no voting trusts or other agreements arrangements or understandings to which Parent or any Subsidiary of Parent is a party with respect to the voting of or restricting the transfer registration rights that are no longer in effect as of the date of this Agreement); copies of all such agreements have previously been made available to the Company. (b) The authorized capital stock of Merger Sub consists solely of 3,000 shares of common stock, $.01 par value per share, all of which, as of the date hereof, are issued and outstanding and are held directly by Parent. All of the outstanding shares of Merger Sub's common stock have been duly authorized and validly issued, and are fully paid and nonassessable. Merger Sub has no subsidiaries. Merger Sub was formed for the purpose of consummating the Merger and has no material assets or other equity interests of Parent or any Subsidiary of Parentliabilities except as necessary for such purpose.

Capitalization of Parent. (a) The Parent’s authorized capital stock of Parent consists of 600,000,000 Parent Shares and 7,000,000 105,000,000 shares of capital stock, of which: (i) 100,000,000 shares are designated as Parent Common Stock, of which, as of June 30, 2019, 25,641,812 shares were issued and outstanding and none were held by Parent as treasury shares; and (ii) 5,000,000 shares are designated as preferred stock, without par value $0.0001 per share (“Parent Preferred Stock”of which 300,000 shares are designated as Series A Junior Participating), consisting of 3,000,000 which, as of June 30, 2019, no shares were issued and outstanding. All issued and outstanding shares of Class A Serial Preferred StockParent capital stock (x) have been duly authorized and validly issued, without par value, (y) are fully paid and 4,000,000 shares non-assessable and free of Class B Serial Preferred Stock, without par valuepreemptive rights and Encumbrances and (z) were issued in material compliance with all applicable federal and state securities laws and in material compliance with all requirements binding on Parent set forth in applicable Contracts. As of From the close of business on November 26June 30, 20192019 to the date of this Agreement, there have been no issuances by Parent of shares of capital stock or voting securities of, or other equity interests in, Parent other than (Ai) 270,084,010 the issuance of Parent Shares were issued and outstanding (not including Parent Shares held in treasury), (B) 31,802,784 Parent Shares were held in treasury, (C) no Parent Preferred Stock was issued or outstanding, (D) 563,230 Parent Shares were issuable upon the exercise of outstanding options to purchase Parent Shares or (ii) otherwise pursuant to incentive plans, employee benefits plans or other plans or Contracts disclosed in the Parent SEC Documents. (b) On June 30, 2019, there were outstanding options to purchase 1,013,750 Parent Shares, (E) 3,872,308 Parent Shares were subject to outstanding awards of performance approximately 1.0 million shares and performance units (in each case assuming achievement of the applicable performance measures at the maximum level), 2,150,278 Parent Shares were subject to outstanding awards of restricted stock units, 77,546.422 Parent Shares were subject to outstanding awards of deferred shares, and 81,491 Parent Shares were subject to outstanding awards of restricted shares, (F) 10,000,000 Parent Shares were have been reserved for issuance (under Parent’s Stock Incentive Plan and remained available) under the Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Plan, 9,918,750 Parent Shares were 1,263,520 shares have been reserved for issuance upon the vesting of outstanding restricted stock unit awards. (and remained availablec) under the Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Except (as amended and restated), 390,862.542 Parent Shares were reserved for issuance (and remained availablei) under the Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan (as amended and restated), and 563,230 Parent Shares were reserved for issuance (but no longer remained available) under the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan (as amended and restated) (the “Parent Stock Plans”), (G) 52,272,710 Parent Shares were reserved for issuance in respect of Parent’s 2025 Convertible Notes, and (H) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except as set forth above in this Section 5.2(b)(i), there are no other shares of capital stock or other voting securities of Parent issued, reserved for issuance or outstanding. All outstanding Parent Shares are, and all Parent Shares reserved for issuance in accordance with the Parent Stock PlansSEC Documents, when issued upon exercise thereof or in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and non-assessable. Except (ii) as set forth above on Schedule 4.8, (iii) for any of the following which may occur as a result of the consummation of the transactions contemplated by this Agreement or (iv) for any of the following that have been issued, awarded or granted in this Section 5.2(b)(i)the ordinary course of business under an incentive plan, and for changes after employee benefits plan or other plan or Contract disclosed in the date hereof in compliance with Section 6.1(b)Parent SEC Documents since June 30, 2019, there are no (1A) shares of capital stock outstanding options, warrants, agreements, convertible or exchangeable securities or other commitments pursuant to which Parent is or may become obligated to issue, sell, transfer, purchase, return or redeem any securities of, or ownership interests in, of Parent, (2B) securities of Parent or reserved for issuance for any of its Subsidiaries convertible into or exchangeable or exercisable forpurpose, or giving any Person a right (C) agreements pursuant to subscribe for or acquire, any shares of capital stock or other which registration rights in the securities of or ownership interests in Parent or any Subsidiary of Parenthave been granted, (3D) statutory preemptive rights or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or contractual rights of any kind that (x) give any Person the right to purchase, subscribe or acquire from Parent or any Subsidiary of Parent, or (y) obligate Parent or any of its Subsidiaries to issue or sell, any capital stock, securities of, or ownership interests in, or securities convertible into or exchangeable or exercisable for capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent, or (4) obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any capital stock or securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or securities of, or ownership interests in, Parent or any Subsidiary of Parent. Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of Parent on any matter. There are no voting trusts or other agreements or understandings first refusal to which Parent or any Subsidiary of Parent is a party with respect to the capital stock, (E) stock appreciation rights, phantom stock or similar plans or rights pursuant to which Parent has any obligations, (F) voting of trusts, proxies, or restricting the transfer of similar agreements to which Parent is a party with respect to the capital stock or other equity interests of Parent or any Subsidiary (G) to the Knowledge of Parent, limitations on voting rights (other than those described in clause (G) above) with respect to shares of Parent.